REASONS FOR AND BENEFITS OF ENTERING. INTO THE DIGITALIZATION SERVICE AGREEMENT The Company is an investment holding company and the Group is a leading service provider engaging in commercial operational services and residential property management services in the PRC. Shanghai Yueshang has strong technological innovation and product research and development capabilities, and rich experience in digitalization services for related industries of real estate companies in the PRC. Through the Services to be provided by Shanghai Yueshang pursuant to the Digitalization Service Agreement, problem commonly encountered by the Group in the internet information platform can be effectively resolved so as to meet the new business and operational requirements. The Services will enable the Group to build a complete and accurate data platform which will effectively facilitate the business expansion of the Group. Prior to the entering into of the Digitalization Service Agreement, Shanghai Yueshang has entered into an agreement in respect of provision of digitalization service with the parent company of the Group, Powerlong Real Estate Holdings Limited. Taking into consideration of the previous cooperation and the established and stable strategic business relationship between the parent company of the Group and Shanghai Yueshang, the Directors consider that it is in the interest of the Company to enter into the Digitalization Service Agreement as Shanghai Yueshang is familiar with the specifications, standards and requirements of the Group and the Group has confidence on the quality of the Services to be provided by Shanghai Yueshang. The Digitalization Service Agreement was entered into in the usual and ordinary courses of business of the Group and the transactions contemplated thereunder will be conducted on arm’s length basis and on normal commercial terms. The Directors (including the independent non-executive Directors) consider that the terms of the Digitalization Service Agreement are fair and reasonable and the entering into of the Digitalization Service Agreement is in the interest of the Company and the Shareholders as a whole. LISTING RULES IMPLICATIONS Xxxxxxxx Xxxxxxxx is owned as to 45% by Mr. Xxx Xx Xxxx, an executive Director of the Company, with the remaining 55% interests being owned by other Independent Third Parties. By virtue of Mr. Xxx Xx Xxxx’x interest in Shanghai Yueshang, Shanghai Yueshang is therefore an associate of Mr. Xxx Xx Xxxx and hence a connected person at the listed issuer le...
REASONS FOR AND BENEFITS OF ENTERING. INTO THE TIBET NIMU SALES AND LEASEBACK AGREEMENT The Tibet Nimu Sales and Leaseback Agreement provides the Group with more financial resources and enables the Group to make better allocation of its resources. The Directors (including the independent non-executive Directors) are of the view that the terms of the Tibet Nimu Sales and Leaseback Agreement have been negotiated on arm’s length basis and the Tibet Nimu Sales and Leaseback Agreement are entered into in the ordinary and usual course of business of the Group and on normal commercial terms or better. The terms of the Tibet Nimu Sales and Leaseback Agreement and the transactions contemplated thereunder are fair and reasonable and in the interests of the Company and Shareholders as a whole. As Xx. Xxxxx Ping (the Chairman of Board and executive Director), Mr. Sui Xiaofeng (non-executive Director) and Xx. Xxxx Bing (non-executive Director) are the senior management of BEH, they had abstained from voting on the Board resolutions approving the Tibet Nimu Sales and Leaseback Agreement. Saved and except for the aforesaid, none of the Directors has any material interest in the Tibet Nimu Sales and Leaseback Agreement and was required to abstain from voting on the Board resolutions in relation to the Tibet Nimu Sales and Leaseback Agreement.
REASONS FOR AND BENEFITS OF ENTERING. INTO THE CBUs SALES AGREEMENT The Geely Holding Group has planned to strategically operate its own dealerships to enhance customer satisfaction and experience and to facilitate the sales of auto brands including Geely, XXXX & CO, and other brands owned by the Geely Holding Group since 2020. The Directors noted that such strategy of the Geely Holding Group is in line with the market trend that other vehicle manufacturers have implemented in the PRC. The Directors are of the view that the entering into of the CBUs Sales Agreement is beneficial to the Group as (i) the Group has no intention to set up its own dealership network and by entering into the CBUs Sales Agreement, the Group will enjoy additional distribution channels for the sale of CBUs without incurring additional selling and distribution costs; and (ii) the CBUs and related after-sales parts and accessories will be sold at the prevailing market price since the Group will ensure that the terms and pricing policy for the transactions contemplated under the CBUs Sales Agreement will be consistent with the practices between the Group and other independent distributors. INTERNAL CONTROL MEASURES IN RELATION TO PRICING FOR THE CBUs SALES AGREEMENT The Group will monitor the expected selling price of the CBUs and related after-sales parts and accessories to ensure the fairness of the selling price of the CBUs and related after-sales parts and accessories. The Group will ensure that the pricing policies for the CBUs and related after-sales parts and accessories will be circulated to all of the Group’s distributors including those owned by the Geely Holding Group and there will not be different pricing policies separately circulated to the distributors owned by the Geely Holding Group. The sales team and the finance department of the Group will monitor the terms and pricing policy for each transaction between the Group and the Geely Holding Group and ensure that the terms and pricing policy for the transactions contemplated under the CBUs Sales Agreement are consistent with the practices between the Group and the independent third party distributor. The finance department of the Group will also ensure the continuing connected transactions are conducted on normal commercial terms, in the ordinary and usual course of business and will not be prejudicial to the interests of the Company and the Shareholders as a whole.
REASONS FOR AND BENEFITS OF ENTERING. INTO THE BOND SUBSCRIPTION AGREEMENT As disclosed in the prospectus of the Company dated 3 December 2010, the Company intended to allocate part of the proceeds from its global offering for the business expansion by cooperating with upstream suppliers. The Directors consider that the Proposed Project with ISM can further enhance and secure the supply of premium quality infant formula products while strengthening the partnership through participation in the share capital of ISM and enhancing common R&D projects. The Directors believe that this will also help optimizing the procurement costs of the Company by enabling economies of scale. The Company entered into the Bond Subscription Agreement in order to implement the Proposed Project in accordance with the terms of the Framework Agreement. The Directors, including the independent non-executive Directors, consider that the Bond Subscription Agreement has been entered into on normal commercial terms, and the terms of the Bond Subscription Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
REASONS FOR AND BENEFITS OF ENTERING. INTO THE YANTAI JISHUN SALES AND LEASEBACK AGREEMENT The Yantai Jishun Sales and Leaseback Agreement provides the Group with more financial resources and enables the Group to make better allocation of resources. Pursuant to the Yantai Jishun Sales and Leaseback Agreement, the Company would enjoy terms of finance lease that are on normal commercial terms or better from Shenzhen Jingneng Leasing and/ or its associates. Having considered the above, the Directors (including the independent non-executive Directors) are of the view that the terms of the Yantai Jishun Sales and Leaseback Agreement have been negotiated on arm’s length basis and the Yantai Jishun Sales and Leaseback Agreement are entered into in the ordinary and usual course of business of the Group and on normal commercial terms or better. The terms of the Yantai Jishun Sales and Leaseback Agreement and the transactions contemplated thereunder are fair and reasonable and in the interests of the Company and Shareholders as a whole. As Xx. Xxxxx Xxxx (the Chairman of Board and executive Director), Xx. Xxx Xxxxxxxx (non-executive Director) and Xx. Xxxx Xxxx (non-executive Director) are the senior management of BEH, they had abstained from voting on the Board resolutions approving the Xxxxxx Xxxxxx Xxxxx and Leaseback Agreement. Saved and except for the aforesaid, none of the Directors has any material interest in the Yantai Jishun Sales and Leaseback Agreement and was required to abstain from voting on the Board resolutions in relation to the Yantai Jishun Sales and Leaseback Agreement.
REASONS FOR AND BENEFITS OF ENTERING. INTO THE RAW MATERIALS S&P FRAMEWORK AGREEMENT With respect to the Hydrogen Raw Materials and Products, Dongyue Hydrogen possesses the machinery, equipment and patents for the production of the Hydrogen Raw Materials and Products and the Company has been and will, by entering into the Raw Materials S&P Framework Agreement with Dongyue Hydrogen, continue to be able to secure a stable and reliable source of supply for such raw materials and products for its production process and for on-selling to its customers. With respect to the DY Raw Materials, by entering into the Raw Materials S&P Framework Agreement, Dongyue Hydrogen will continue to be supplied with the necessary DY Raw Materials it requires for continued development and production of hydrogen energy and hydrogen membrane materials and fuel cell and chloralkali products. On the other hand, the parties are at liberty to source the DY Raw Materials and the Hydrogen Raw Materials and Products from other suppliers or to sell such raw materials and products to other customers as there is no provision in the Raw Materials S&P Framework Agreement requiring (i) the Company to exclusively supply the DY Raw Materials to Dongyue Hydrogen or Dongyue Hydrogen to exclusively source the DY Raw Materials from the Company or (ii) the Company to exclusively purchase the Hydrogen Raw Materials and Products from Dongyue Hydrogen or Dongyue Hydrogen to exclusively sell the Hydrogen Raw Materials and Products to the Company. The Directors (including the independent non-executive Directors but excluding the Abstained Directors (as defined below)) consider that the Raw Materials S&P Framework Agreement was entered into in the ordinary and usual course of business of the Company, and the terms of the Raw Materials S&P Framework Agreement, which were determined after arm’s length negotiations among the parties thereto, are normal commercial terms or better, fair and reasonable and in the interests of the Company and the Shareholders as a whole.
REASONS FOR AND BENEFITS OF ENTERING. INTO THE LOAN AGREEMENT AND THE PREVIOUS LOAN AGREEMENTS The principal activities of the Group comprise the provision of cruise ship charter services, property investments, securities trading and provision of money lending services. The terms of the Loan Agreement and the Previous Loan Agreements were negotiated on an arm’s length basis between ETC Finance and the Customers based on the credit policy of ETC Finance. Taking into account the financial background and repayment ability of the Customers, the Directors are of view that a stable revenue and cashflow stream from interest income is expected to be generated from the Loans. The Directors consider and believe that the terms of the Loan Agreement and the Previous Loan Agreements are fair and reasonable and the entering into of the Loan Agreement and the Previous Loan Agreements are in the interests of the Company and its shareholders as a whole.
REASONS FOR AND BENEFITS OF ENTERING. INTO THE NEW TENANCY AGREEMENT As Promising Realty is connected to two executive Directors, namely Xx. Xxxxx and Xx. Xxxxxxxxx Xxxxx and a non-executive Director, namely Xx. Xxxxxx Xxxxx, in the manner set out in the section headed “Continuing Connected Transactions” below, the Company would prefer to rent the Premises to such company which the Company is familiar with and which it can ensure punctual payment of rental and related charges. Since the Existing Tenancy Agreement is due to expire on 31 July 2014 and due to the reason set out above, the Company has agreed to continue leasing the Premises to Promising Realty and has accordingly entered into the New Tenancy Ageement with Promising Realty. The terms of the New Tenancy Agreement were negotiated on an arm’s length basis and the rental, air-conditioning charges and management fee chargeable under the New Tenancy Agreement were determined with reference to the rental of other premises of Melbourne Plaza as agreed amongst the Company and other tenants recently. The Directors (including the independent non-executive Directors) consider that the New Tenancy Agreement is entered into in the ordinary and usual course of business of the Company, and are on normal commercial terms and both the terms of the New Tenancy Agreement and the Annual Cap Amounts are fair and reasonable, and the entering into of the New Tenancy Agreement is in the interest of the Company and the shareholders of the Company as a whole. CONTINUING CONNECTED TRANSACTIONS Promising Realty is a company which is ultimately owned by two executive Directors, namely Xx. Xxxxx and Xx. Xxxxxxxxx Xxxxx and a non-executive Director, namely Xx. Xxxxxx Xxxxx and their associates. Accordingly, Promising Realty is a connected person of the Company under the Listing Rules and the New Tenancy Agreement constitutes a continuing connected transaction of the Company under Chapter 14A of the Listing Rules. In light of the interests of Xx. Xxxxx, Xx. Xxxxxxxxx Xxxxx and Xx. Xxxxxx Xxxxx in Promising Realty as set out above, Xx. Xxxxx, Xx. Xxxxxxxxx Xxxxx and Xx. Xxxxxx Xxxxx had abstained from voting on the resolutions proposed at the board meeting of the Company to approve the New Tenancy Agreement and the transactions contemplated thereunder and the Annual Cap Amounts. As the Annual Cap Amounts payable to the Company under the Existing Tenancy Agreement and the New Tenancy Agreement for the year ending 30 September 2014 and under the New Tenancy Agreement...
REASONS FOR AND BENEFITS OF ENTERING. INTO THE NEW FRAMEWORK AGREEMENT Dianchi Investment Group reserves certain wastewater treatment plants. According to the concession agreement between the Company and the Kunming Municipal Government, the Company has the exclusive right to operate wastewater treatment facilities in Kunming. Therefore, Dianchi Investment Group shall rely on or entrust the Company to operate and manage the wastewater treatment facilities in Kunming. The Company considers that through collection of service fees from Kunming Dianchi Investment and taking advantage of the Company’s resources and expertise, provision of operation and management services enables the Company to operate wastewater treatment facilities, thereby obtaining maximum benefits from such water plants. In addition, the Company entered into the Non-competition Agreement with Kunming Dianchi Investment to regulate the relationship and potential business competition between the Group and Dianchi Investment Group upon the Listing. Pursuant to the Non-competition Agreement, for those wastewater treatment plants the Company is entrusted to operate, the Company has (i) the right to request Kunming Dianchi Investment to sell; (ii) the right to acquire at their respective commencement of commercial operation; and (iii) the right of first offer to acquire any or all of them. Entering into the New Framework Agreement will facilitate the Group to continue to operate and control these assets and track the situation and performance of the wastewater treatment plants. It will also enable the Company to better assess whether and when to exercise its right to acquire such assets in accordance with the Non-competition Agreement. Based on the above, the Directors (excluding the independent non-executive Directors) are of the view that the New Framework Agreement and the continuing connected transaction thereunder are entered into in the ordinary and usual course of business of the Company and on normal commercial terms, and the terms of the continuing connected transaction under the New Framework Agreement and the proposed annual caps are fair and reasonable so far as the Independent Shareholders are concerned, and are in the interests of the Company and the shareholders as a whole.
REASONS FOR AND BENEFITS OF ENTERING. INTO THE SALES FRAMEWORK AGREEMENT BPTHL Group is principally engaged in the manufacture and trading of elastic fabric, elastic webbing and lace whilst Brandix Group is principally engaged in the manufacture and export of garments. Over the years, BPTHL Group has been supplying the Products to Brandix Group. In November 2017, the Group entered into a strategic partnership with the JV Partner by establishing the JV Company, and BPTHL and the JV Partner entered into the Previous Sales Framework Agreement in relation to the supply of the Products from BPTHL Group to Brandix Group for a period of three years commencing on 6 November 2017. In order to ensure continuous supply of the Products to Brandix Group upon expiry of the Previous Sales Framework Agreement, BPTHL and the JV Partner entered into the Sales Framework Agreement for another term of three years commencing on 6 November 2020. With the ambition to seize the enormous market potential in the sportswear and apparel markets and in order to cope with the growing demands from customers for a shorter production lead time, higher product quality at competitive prices and other value-added services including faster product delivery, the Group intends to leverage the JV Partner’s well-established presence and experience in Sri Lanka to facilitate the penetration of relationship with customers of the Group and further increase the Group’s market share. Pursuant to the Sales Framework Agreement, the JV Partner agreed that BPTHL Group will be its most preferred supplier of the Products and will procure BPTHL Group to be Brandix Group’s most preferred supplier of the Products, whilst the selling price of the Products offered to Brandix Group shall be no more favourable than those offered to independent customers in similar transactions. Therefore, the Board considers that the entering into of the Sales Framework Agreement can facilitate the Group’s continuous business development and is beneficial to the Group. In view of the above, the Directors (including the independent non-executive Directors) consider that (i) the terms of the Sales Framework Agreement are on normal commercial terms that are fair and reasonable, (ii) the Annual Caps are fair and reasonable, and (iii) the continuing connected transaction contemplated under the Sales Framework Agreement is and will be conducted in the ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole.
