REASONS FOR AND BENEFITS OF THE LOAN Sample Clauses

REASONS FOR AND BENEFITS OF THE LOAN. The Directors consider that entering into the Loan Agreement will enable the Group to obtain additional capital for its general operations purpose. The terms of the Loan Agreement, including the applicable interest rate, are entered into after arm’s length negotiations between the parties and taking into account, among others, the prevailing market interest rates and practices. The Directors (including the independent non-executive Directors) are of the view that the Loan Agreement was entered into on normal commercial terms, and its terms are fair and reasonable and are in the interests of the Company and its Shareholders as a whole. The Board has considered and passed the resolution of the above transaction. As Xx. Xx Xxxxxxx and Xx. Xxxx Xxxx hold positions in Qingdao Industrial Investment (Group) Co., Ltd. (a fellow subsidiary of Huaqing) and in order to avoid any potential conflict of interest, they have abstained from voting on the above board resolution. Save as the abovementioned persons, none of the other Directors has material interests in the abovementioned transaction or is required to abstain from voting on the above Board resolution.
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REASONS FOR AND BENEFITS OF THE LOAN. As disclosed in the Company’s annual report for the year ended 31 December 2019, the Company had encountered various challenges which are out of the Group’s expectation and had resulted in the occurrence of certain triggering events under certain loan agreements entered into by the Group including: (i) the asset freeze order which was imposed on the Company’s controlling shareholder, China Minsheng; (ii) the detention of Xx. Xxxx Xxxxxxx, an executive Director, by Public Security Bureau** (公安部門) of the PRC for suspected embezzlement (職務侵佔罪) details of which are disclosed in the Company’s announcement dated 23 February 2020 (Xx. Xxxx was subsequently removed as the Director at the Company’s annual general meeting on 15 June 2020); and (iii) the late payment of the outstanding principal amount of US$52,854,000 regarding the US$300,000,000 6.95 per cent. senior notes due 2020 details of which are disclosed in the Company’s announcement of 23 April 2020. The First Tranche Loan was obtained by the Borrower to fulfill the payment of the Final Dividend. The Final Dividend was paid by the Company on 12 February 2020 and it was then the Company’s plan to obtain other additional financing and/or utilise its internal resources to fulfill the repayment obligations of the First Tranche Loan. Taking into the current financial conditions of the Company and the arrangement agreed with the Aetos Parties to resolve the outstanding payables pursuant to the Final Award, the Borrower and the Lender agreed to further extend the repayment date of the First Tranche Loan to enable the Company to repay the Aetos Parties in priority pursuant to the Subordination Agreement. The Pledge Agreement and the Guarantee Agreement were entered into as security for the Loan. Subject to the taking effect of the Third Extension Agreement, the Pledge Agreement and the Guarantee Agreement as provided under the Loan Agreement shall continue to be in effect and be provided in favour of the Lender as security of the Revised Loan. The Company will continue to exert its efforts to continue to improve its business operation and to ensure the repayment of the Revised Loan in accordance to the Third Extension Agreement. Accordingly, the Board is of the view that the chance that the Lender will be required to take enforcement against the security provided under the Pledge Agreement is relatively minimal. Based on the current plan, the Group will use internal resources or other appropriate financing methods...
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REASONS FOR AND BENEFITS OF THE LOAN. The Company has relatively sufficient liquidity and the entering into of the short-term Loan Agreement allows it to enhance its income from idle funds. The Directors (including the independent non-executive Directors) are of the opinion that the terms of the Loan Agreement are on normal commercial terms, are fair and reasonable, and in the interests of the Company and its Shareholders as a whole.
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REASONS FOR AND BENEFITS OF THE LOAN. The Directors consider that entering into of the Loan Agreement will enable the Group to obtain additional capital for its general operations purpose. The terms of the Loan Agreement, including the applicable interest rate, are entered into after arm’s length negotiations between the parties and taking into account, among others, the prevailing market interest rates and practices. The Directors (excluding the independent non-executive Directors who will express their view after considering the advice from the Independent Financial Adviser) are of the view that the transactions contemplated under the Loan Agreement and the Share Charge Agreement, although are not in the ordinary and usual course of business, are entered into on normal commercial terms, fair and reasonable and in the best interests of the Company and the Shareholders as a whole.
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REASONS FOR AND BENEFITS OF THE LOAN. The Group intends to use the Loan as the funds for making investments into the cryptocurrency mining ecosystem. The Loan will provide necessary capital in meeting the potential needs of the Group in developing its cryptocurrency mining businesses, which may generate additional revenue streams and further diversify the Group’s sources of income. The Directors (including the independent non-executive Directors) are of the view that the Loan Agreement was entered into on an arm’s length basis and on normal commercial terms (including, without limitation, the interest rate of the Loan) in the ordinary and usual course of the business of the Group, and that the terms of the Loan Agreement are fair and reasonable and in the interests of the Company and its Shareholders as a whole.
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REASONS FOR AND BENEFITS OF THE LOAN. References are made to (i) the 2017 annual results announcement of the Company dated 26 March 2018;
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REASONS FOR AND BENEFITS OF THE LOAN. The Company has relatively sufficient liquidity and the entering into of the short-term Loan Agreement allows it to enhance its income from idle funds. As mentioned in this announcement above, due to the impact of the pandemic since early 2020, there is no suitable target available neither for acquisition or investment on a prudent basis nor value-added services business providers and contractors. The Group has no demand on cash for investments on any acquisition or partnership arrangement up to the date of this announcement, and therefore, the Loan Agreement enables the Group to earn the interest income from the idle cash of the Group, for covering the operating costs of the Group. Further, as the loan is a medium-term interest bearing loan, this enhances the Group’s flexibility on managing their cash-flow in medium-term. The Directors (including the independent non-executive Directors) believe that the Loan Agreement provides stable income and flexibility of cash-flow management to the Group. Other than the Loan Agreement, the Group is unable to find any other similar investment arrangements with similar returns and acceptable and comparatively low risk, up to the date of this announcement. The Directors (other than the independent non-executive Directors, whose views and opinions will be included in the circular to be despatched to the Shareholders) are of the opinion that the terms of the Loan Agreement are on normal commercial terms, are fair and reasonable, and in the interests of the Company and its Shareholders as a whole.
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REASONS FOR AND BENEFITS OF THE LOAN. As set out in the annual report of the Company for the year ended 31 December 2020 (“2020 Annual Report”), the global pandemic of COVID-19 continued its rampage and most of the world’s major economies had experienced negative growth. Novus is engaged in the business of exploration, exploitation and production of oil and natural gas in Western Canada. Since the beginning of the current year, the effects of global epidemic prevention and control have gradually emerged. As a result of effective control over the COVID-19 pandemic by the current progress of vaccine development and vaccination rollout, the economic operations have maintained restorative growth, especially in the PRC and the United States. In order to seize the favourable opportunity of rising international crude oil prices and of significantly improving market demand for petroleum in North American market, consisting of the United States and Canada, the Company is making effort to optimize production and operation arrangements, as well as increase in the production capacity and sales of crude oil. The Loan Agreement will enable the Company to obtain adequate funds to meet Novus’ financial needs for expanding its production capacity. It is expected that the additional production capacity will generate higher income level when the expansion is completed, which is in the interest of the Company as a whole, and is in line with its business strategy and overall interest. According to the unaudited management accounts of Novus for the five months ended 31 May 2021, the cash and net asset value of Novus were amounted to approximately CAD5,552,000 (equivalent to approximately HK$35,095,000) and CAD51,374,000 (equivalent to approximately HK$324,741,000) as at 31 May 2021, respectively. Although the Group has approached several individual facility providers and/or banks, such facility providers and/or banks refuse to provide the relevant financing proposal up to the date of this announcement. According to the 2020 Annual Report, the cash and bank balances of the Group were amounted to approximately HK$436,084,000 as at 31 December 2020, of which approximately HK$394,436,000 was maintained in the subsidiaries of the Company in the PRC, which is used for maintaining the daily operation of the subsidiaries of the Company in the PRC, and can only be transferred to countries and regions outside the PRC through burdensome and time- consuming administrative procedures, therefore, it is not expected that the Comp...
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REASONS FOR AND BENEFITS OF THE LOAN. The provision of the Loan to the Borrower is in the ordinary course of business of the Lender. The terms and conditions of the Loan Facility Agreement are negotiated between the Lender and the Borrower and are on normal commercial terms. Taking into consideration of, among other things, (i) interest income and the arrangement fee to be received by the Group; (ii) the financial background of the Borrower and (iii) the purpose of the Loan, the Directors consider that the terms of the Loan Facility Agreement are fair and reasonable and the Loan is in the best interest of the Company and the Shareholders as a whole.
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Related to REASONS FOR AND BENEFITS OF THE LOAN

  • REASONS FOR AND BENEFITS OF THE TRANSACTION The Group is principally engaged in the development, sale, lease, investment and management of properties in the PRC and the sales of electronic and electrical related products and sales of building related materials and equipment. Each of the Merchants Nanjing and Nanjing Changmao would benefit from the cooperation in order to exert their strengths, grasp market opportunities and enhance their investment portfolio in the property market in the PRC, which would improve the capital efficiency and effectiveness, reduce the investment risks and thus a greater return could be created for the Shareholders. The terms of the Cooperation Agreement have been arrived at after arm’s length negotiations between the parties. The Directors (including the independent non-executive Directors) have confirmed that the Acquisition and the terms of the Cooperation Agreement (including the financing and profit distribution arrangements) and the transactions contemplated thereunder are fair and reasonable, on normal commercial terms and in the interests of the Company and its Shareholders as a whole.

  • REASONS FOR AND BENEFITS OF THE TRANSACTIONS Xxxxxxx Xxxxxxx entered into the transaction contemplated under the New Entrusted Operation Management and Marketing Agreement to outsource cold chain management services and business promotion to a professional service provider aiming to save management resources. The negotiation of the terms of New Entrusted Operation Management and Marketing Agreement was conducted by the parties on an arm’s length basis with reference to the market rate of cold chain properties of comparable size and facilities. No Director has any material interest in the transactions contemplated under the New Entrusted Operation Management and Marketing Agreement. The Board (including the independent non- executive Directors) considers that the New Entrusted Operation Management and Marketing Agreement was entered into in the ordinary and usual course of business of Xxxxxxx Xxxxxxxxx, and the terms contained therein are fair and reasonable, and such transactions are on normal commercial terms and in the interests of the Company and the Shareholders as a whole. IMPLICATIONS UNDER THE LISTING RULES Xxxxxxx Xxxxxxx is held as to 60% indirectly by the Company and 20% by Xxxxx Xxxxxxx and 20% by Xxxxx Xxxxxxx respectively. Xxxxxxx Xxxxxxxxx is owned by two shareholders, namely, Xxxxx Xxxxxxx (55% equity interest) and Xxxxx Xxxxxxx (45% equity interest). Therefore, Xxxxxxx Xxxxxxxxx is an associate of Xxxxx Xxxxxxx and Xxxxx Xxxxxxx, which in turn is a connected person of the Company. Accordingly, the New Entrusted Operation Management and Marketing Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. Since the transactions contemplated under the New Entrusted Operation Management and Marketing Agreement are entered into on normal commercial terms and one or more of the applicable percentage ratios (other than the profits ratio) as set out in Rule 14.07 of the Listing Rules are, on an annual basis, more than 1% but all of them are less than 5%, the transactions contemplated under the New Entrusted Operation Management and Marketing Agreement are only subject to the reporting, announcement and annual review requirements but are exempt from the circular, the independent financial advice and the independent shareholders’ approval under Chapter 14A of the Listings Rules.

  • REASONS FOR AND BENEFITS OF THE DISPOSAL The Board considers that the online media advertising agency business operated by Xxxx Media is not the core business that the Group is focusing on. The disposal of Xxxx Media will allow the Group to concentrate its financial and management resources on its core business, hence would effectively reduce the Group’s operating risks outside its main business. The Directors (including the independent non-executive Directors but excluding Xx. Xxx who has abstained from voting in the Board), are of the view that the terms of the Equity Transfer Agreement are fair and reasonable and the transaction contemplated thereunder is on normal commercial terms or better and is in the interests of the Company and its shareholders as a whole. FINANCIAL EFFECTS OF THE DISPOSAL AND USE OF PROCEEDS Upon completion of the Disposal, Xxxx Media will cease to be a subsidiary of the Company and the Group will cease to have any interest in Xxxx Media. The financial results of Xxxx Media will no longer be consolidated into the financial statements of the Group. With reference to the net assets of Xxxx Media of approximately RMB57.9 million as at 30 April 2021, the Group is expected to record a net gain of approximately RMB10.3 million from the Disposal after deducting expenses in relation to the Disposal. The actual gain or loss from the Disposal may be different from the above and subject to the review and final audit by the Company’s auditor. It is expected that the net proceeds from the Disposal will be used for re-investment for other potential investments and/or business opportunities that may arise and as general working capital of the Group. INFORMATION OF THE PARTIES The Group The Company is a company incorporated in the Cayman Islands with limited liability, and the shares of which are listed on the Main Board of the Stock Exchange. The Group is principally engaged in (i) the construction and operation of B2B e-commerce platforms for the trading of, among others, consumer goods, agricultural products, chemicals, plastic raw materials, and black and non-ferrous metals; and (ii) the provision of related services such as finance, logistics, cross-border trading, warehousing and supply chain management in the PRC. The Group is also engaged in the development and operation of large-scale, consumer product-focused wholesale shopping malls in the PRC. The Purchaser Xxxx Venture is a company established under the laws of the PRC with limited liability and principally engages in the provision of venture capital consulting services and venture management services for venture enterprises. As at the date of this announcement, the Purchaser is held as to 99.95% by Xx. Xxx, who is the ultimate beneficial owner of the Purchaser. Xxxx Media Xxxx Media is a company established in the PRC with limited liability and is an indirect non- wholly-owned subsidiary of the Company. Xxxx Media principally engages in the provision of online advertising and integrated marketing solutions consulting services in the PRC. As at the date of this announcement, Xxxx Media is owned as to 86%, 3.6324%, 3.6324%, 3.6317%, 1.7414% and 1.3621% by the Company, Xxx Xxx (劉焱), Xxxx Xxxxxxxxx (趙向東), Xxxx Xxxxxx (陳作濤), Xxxx Xxxxx (陳程) and Xx Xxxxxxx (齊志平), respectively. Set out below is the unaudited financial information of Xxxx Media for the year ended 31 December 2019 and the financial information of Xxxx Media for the year ended 31 December 2020 which is obtained from the Group’s audited consolidated financial statements: For the year ended 31 December 2020 2019 RMB’000 RMB’000 Revenue 32,486 10,711 Net profit before taxation 8,334 2,050 Net profit after taxation 6,210 1,967 The net asset value of Xxxx Media as at 30 April 2021 was approximately RMB57,871,000. LISTING RULE IMPLICATIONS As at the date of this announcement, Xx. Xxx holds 99.95% equity interest in the Purchaser. Xx. Xxx is an executive Director, co-chairman of the Board, co-chief executive officer and a controlling shareholder (as defined under the Listing Rules) of the Company. Accordingly, the Purchaser is a connected person of the Company and the Disposal constitutes a connected transaction of the Company. As one or more of the applicable percentage ratios in respect of the Disposal is higher than 0.1% but less than 5%, the Disposal is subject to the reporting and announcement requirements and is exempt from the circular, independent financial advice and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.

  • REASONS FOR AND BENEFITS OF THE ACQUISITION The principal activities of the Group are investment holding, manufacturing and trading of printed circuit boards (the “Printed Circuit Boards Business”), trading of petroleum and energy products and related business (the “Petroleum and Energy Business”), and vessel chartering. In view of the ongoing trade war between the PRC and the US and the recent global coronavirus outbreak, there have been adverse impacts on the Printed Circuit Boards Business and the Petroleum and Energy Business. The Board expects that the Petroleum and Energy Business may be further affected due to (i) the increase of volatility of the oil price; (ii) the intensified competition in the oil trading business arising from slowing down of the international trade and the demand for oil and oil products; (iii) tightening of bank credits available to the Group; and (iv) ongoing legal proceedings against the Company. Therefore, the Group considers to diversify its business into other business sectors. The Acquisition is a good opportunity for the Group to diversify its business stream and mitigate the risks arising from the international trade. The Target Group’s business in the manufacturing and trading of printing and packaging products is based in Guangdong-Hong Kong-Macao Greater Bay Area and its clients are mainly from Hong Kong and the PRC. Over the years, with implementation of a series of operational strategies, including focusing more on sales orders for high-quality printing and packaging products with higher profit margin, stringent cost control measures and upgrading the manufacturing base by investing in new and advanced printing and packaging equipment, the Target Group has established its own brand and a long-term loyalty client base, which contributes to more than 50% of the Target Group’s revenue. Furthermore, in negotiating the Acquisition, the Vendor agreed to provide profit guarantees to the Purchaser as set out in the section headed “Profit guarantees and compensation” above, which provides a safeguard for the Company to closely monitor the development of the Target Group. The management of the Company believes that the printing and packaging business of the Target Group will have a synergy effect on the Group’s current business. With the new business sector, the Company would be able to provide printing and packaging, brand labelling and other logistics services to its existing customers. As the Group has an existing vessel chartering business, the management of the Company will further explore the possibility of transforming the existing vessels or hiring vessels to shipping cargoes such that the Group could further use its own resources to extend its business into logistics services. With the view to strengthen the Group’s long-term competitiveness and value, the Group plans to combine the high-quality printing business with intellectual property marketing to achieve a total marketing solution model to provide creative solution to its clients. In this way, the printing and packaging business is able to create a vertically integrated business to include selecting/designing intellectual property products which fit brand image, licensing from intellectual property holder and providing printed marketing materials and packages, etc. Currently, the Group is in the process of hiring staff who are experienced in marketing intellectual property products such as cartoon and movie images. The Consideration, which would be partially settled by the issue of Promissory Note, will not require substantial immediate cash outflow of the Group, therefore easing the financial burden of the Company. In the view of all above, the Board (including the independent non-executive Directors) considers that the Acquisition is fair and reasonable and is in the interests of the Company and its Shareholders as a whole.

  • Risks and Benefits of Therapy Psychotherapy is a process in which Therapist and Patient discuss a myriad of issues, events, experiences and memories for the purpose of creating positive change so Patient can experience his/her life more fully. It provides an opportunity to better, and more deeply understand oneself, as well as, any problems or difficulties Patient may be experiencing. Psychotherapy is a joint effort between Patient and Therapist. Progress and success may vary depending upon the particular problems or issues being addressed, as well as many other factors. Participating in therapy may result in a number of benefits to Patient, including, but not limited to, reduced stress and anxiety, a decrease in negative thoughts and self-sabotaging behaviors, improved interpersonal relationships, increased comfort in social, work, and family settings, increased capacity for intimacy, and increased self-confidence. Such benefits may also require substantial effort on the part of Patient, including an active participation in the therapeutic process, honesty, and a willingness to change feelings, thoughts and behaviors. There is no guarantee that therapy will yield any or all of the benefits listed above. Participating in therapy may also involve some discomfort, including remembering and discussing unpleasant events, feelings and experiences. The process may evoke strong feelings of sadness, anger, fear, etc. There may be times in which Therapist will challenge Patient’s perceptions and assumptions, and offer different perspectives. The issues presented by Patient may result in unintended outcomes, including changes in personal relationships. Patient should be aware that any decision on the status of his/her personal relationships is the responsibility of Patient. During the therapeutic process, many patients find that they feel worse before they feel better. This is generally a normal course of events. Personal growth and change may be easy and swift at times, but may also be slow and frustrating. Patient should address any concerns he/she has regarding his/her progress in therapy with Therapist. Professional Consultation Professional consultation is an important component of a healthy psychotherapy practice. As such, Therapist regularly participates in clinical, ethical, and legal consultation with appropriate professionals. During such consultations, Therapist will not reveal any personally identifying information regarding Patient.

  • Compensation and Benefits As compensation for all services performed by the Executive under and during the term hereof and subject to performance of the Executive’s duties and of the obligations of the Executive to the Company and its Affiliates, pursuant to this Agreement or otherwise:

  • Burden and Benefit This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.

  • Salary and Benefits During the term of this Agreement:

  • Accrued Benefits The term "Accrued Benefits" shall include the following amounts, payable as described herein: (i) all base salary for the time period ending with the Termination Date; (ii) reimbursement for any and all monies advanced in connection with the Executive's employment for reasonable and necessary expenses incurred by the Executive on behalf of the Company and its Affiliates for the time period ending with the Termination Date; (iii) any and all other cash earned through the Termination Date and deferred at the election of the Executive or pursuant to any deferred compensation plan then in effect; (iv) notwithstanding any provision of any bonus or incentive compensation plan applicable to the Executive, a lump sum amount, in cash, equal to the sum of (A) any bonus or incentive compensation that has been allocated or awarded to the Executive for a fiscal year or other measuring period under the plan that ends prior to the Termination Date but has not yet been paid (pursuant to Section 5(f) or otherwise) and (B) a pro rata portion to the Termination Date of the aggregate value of all contingent bonus or incentive compensation awards to the Executive for all uncompleted periods under the plan calculated as to each such award as if the Goals with respect to such bonus or incentive compensation award had been attained; and (v) all other payments and benefits to which the Executive (or in the event of the Executive's death, the Executive's surviving spouse or other beneficiary) may be entitled as compensatory fringe benefits or under the terms of any benefit plan of the Employer, including severance payments under the Employer's severance policies and practices in the form most favorable to the Executive that were in effect at any time during the 180-day period prior to the Effective Date. Payment of Accrued Benefits shall be made promptly in accordance with the Employer's prevailing practice with respect to clauses (i) and (ii) or, with respect to clauses (iii), (iv) and (v), pursuant to the terms of the benefit plan or practice establishing such benefits.

  • Termination Benefits (a) If Executive’s employment is voluntarily (in accordance with Section 2(a) of this Agreement) or involuntarily terminated within two (2) years of a Change in Control, Executive shall receive:

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