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 Chongqing Xx Xxx and Nanjing Jiaotong 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 TRANSACTION. The New Transportation Contract has been entered into for the purpose of transportation. The Company considers that the transactions contemplated under the New Transportation Contract are for the benefit of the Company, as the services provided are required in the production process of the Group and the service provider offered a competitive price and are capable of meeting the Group’s transportation needs. The Directors (including the independent non-executive Directors) consider that the New Transportation Contract is on normal commercial terms which are fair and reasonable and the transactions contemplated under the New Transportation Contract are in the ordinary and usual course of business of the Group and in the interests of the Company and its shareholders as a whole. None of the Directors has a material interest in the transactions contemplated under the New Transportation Contract, save for Xx. Xxxxxxx Xxxxxxxxx, who is general director of JSC EuroSibEnergo, a company which is owned by En+, and deputy general director — financial director of En+; and Mr. Xxxxxxxx Xxxxxxxxxx, who is the first deputy chief executive officer for technical policy and executive officer of International limited liability company En+ Holding, and deputy CEO — executive officer of En+, being the holding company of KraMZ-Auto LLC. Mr. Xxxxxxxx Xxxxxxxxxx is also the head of technical supervision of JSC EuroSibEnergo, a company which is owned by En+. Accordingly, Xx. Xxxxxxx Xxxxxxxxx and Mr. Xxxxxxxx Xxxxxxxxxx did not vote on the Board resolution approving the New Transportation Contract.
REASONS FOR AND BENEFITS OF THE TRANSACTION. The transactions contemplated under the Structured Deposit Agreements are principal-guaranteed and interest-guaranteed upon maturity or redemption. The Directors are of the view that (i) the transactions contemplated under the Structured Deposit Agreements provide the Group with a better return than demand deposits generally offered by other PRC commercial banks; (ii) the transactions contemplated under the Structured Deposit Agreements are funded from the Group’s temporarily idle funds, which would not affect the working capital or the operation of the Group; and (iii) the investment return in connection with the transactions contemplated under the Structured Deposit Agreements increases the Group’s earnings. The Company entered into the Structured Deposit Agreements with Sanxiang Bank because (i) the major terms and expected annual interest rate provided by Sanxiang Bank are no less favorable than similar financial products provided by other PRC commercial banks and (ii) taking into account the relationship of the Company with Sanxiang Bank, the Company can get a well understanding and update of the operation status of Sanxiang Bank on a timely manner, which will make the potential risks arising from such structured deposits more controllable to the Company than those provided by independent financial institutions. Accordingly, the Directors (including the independent non-executive Directors) believe that the transactions contemplated under the Structured Deposit Agreements are fair and reasonable and in the interests of the Group and the Shareholders as a whole. None of the Directors has a material interest in the transactions contemplated under the Structured Deposit Agreements or is required to abstain from voting on the Board resolution for considering and approving the same. IMPLICATION UNDER THE LISTING RULES As at the date of this announcement, Xx. Xxxxx Xxxxxx is a controlling shareholder of the Company by virtue of his indirect 56.42% interests in Sany Hong Kong, which in turn holds 2,134,580,188 ordinary Shares and 479,781,034 convertible preference shares of the Company, which, in aggregate, represents 85.97% of the issued share capital of the Company. Sanxiang Bank is held by Sany Group as to 18% and Hunan Sany Intelligent as to 12%. Sany Group is held by Xx. Xxxxx Xxxxxx as to 56.42% and Hunan Sany Intelligent is a wholly-owned subsidiary of Sany Heavy Industry, which is in turn a non-wholly owned subsidiary of Sany Group. As such Sanxiang B...
REASONS FOR AND BENEFITS OF THE TRANSACTION. The terms and conditions of the Loan Agreement (including the interest rate) are negotiated on an arm’s length basis between Sany Heavy Equipment and Hunan Zhonghong with reference to the normal prevailing commercial practice. The Directors (including the independent non-executive Directors) considered that the Loan Agreement is on normal commercial terms and was entered into based on the Group’s credit assessment towards Hunan Zhonghong. Taking into account that (i) the assets backing and credit assessment results of Hunan Zhonghong are satisfactory to the Group, (ii) the loan would be funded from the Group’s temporarily idle funds, which would not affect the working capital or daily operation of the Group; (iii) the expected return to be generated from the loan would increase the Group’s earnings, and (iv) Sany Group agreed to provide guarantee to Hunan Zhonghong in favour of Sany Heavy Equipment, which further minimizes the risks, the Directors (including the independent non- executive Directors) believe the transaction under the Loan Agreement is fair and reasonable and in the interests of the Company and its shareholders as a whole. None of the Directors has a material interest in the transaction contemplated under the Loan Agreement or is required to abstain from voting on the Board resolution for considering and approving the same. IMPLICATION UNDER THE LISTING RULES As at the date of this announcement, Xx. Xxxxx Wengen is a controlling shareholder of the Company by virtue of 10,870,000 ordinary shares directly held by him and his indirect 56.38% interests in Sany Hong Kong, which in turn holds 2,098,447,688 ordinary Shares and 479,781,034 convertible preference shares of the Company, which, in aggregate, represents 83.56% of the issued share capital of the Company. Hunan Zhonghong is held by Sany Group as to 91.57% and Sany Group is in turn held by Xx. Xxxxx Wengen as to 56.74%. As such, Hunan Zhonghong is an associate of Xx. Xxxxx Wengen under Rule 14A.12(1)(c) and hence a connected person of the Company under the Listing Rules. The transaction under the Loan Agreement constitutes financial assistance under Chapter 14A of the Listing Rules. Reference is made to the announcement of the Company dated 27 February 2019 in relation to the 2019 Loan Agreement, pursuant to which Sany Heavy Equipment agreed to provide a loan to Hunan Zhonghong in the principal amount of RMB200 million with an interest rate of 6.0% per annum for a term of 287 days commenci...
REASONS FOR AND BENEFITS OF THE TRANSACTION. As the environmental impact assessment for 100,000 T/Y EVA plant of the Company has not been approved, the project plan cannot be implemented in the near future. Considering the large number of EVA plant in production and under construction recently, there will be a concentrated release of production capacity in the next two years and the investment risk of this project will increase significantly. Therefore, the Company proposes to abandon the construction of the project. Meanwhile, the Transaction will help to revitalize the idle assets of the Company and optimize the asset structure of the Company. The Board is of the view that ZhongKe Refinery & Petrochemical is in sound financial positions and has the ability to pay. The Transaction will help to improve the future financial positions of the Company, will have no material effect on the Company’s future operating results and will not result in new connected transactions, horizontal competition, or occupation of non-operating capital of the Company by controlling shareholders of the Company and their connected persons.
REASONS FOR AND BENEFITS OF THE TRANSACTION. The extension of the financing term will provide additional interest to Dongrui. The terms of the Supplemental Agreement are agreed after arm’s length negotiations between the parties on normal commercial terms. The Directors consider that the entering into of the Supplemental Agreement is in the ordinary and usual course of business of Dongrui and will generate revenue and cash flow stream from the factoring interest. Given the Supplemental Agreement was entered into in the ordinary and usual course of business of the Company on normal commercial terms, the Directors are of the view that the terms of the Supplemental Agreement are fair and reasonable and are in the interest of the Company and the Shareholders as a whole.
REASONS FOR AND BENEFITS OF THE TRANSACTION. The Supplemental Agreement is being entered into to supplement the terms of the Finance Lease Agreement. The supplemented terms were arrived at after arm’s length negotiations and with reference to the prevailing market rate and to ensure that the terms of the finance lease granted to Shougang Guigang shall be no more favourable to Shougang Guigang than to other independent third parties. The entering into of the Supplemental Agreement to the Finance Lease Agreement will enable South China Leasing to earn a net finance lease interest income at a rate of not less than 1.2% per annum over the 3-year lease term.
REASONS FOR AND BENEFITS OF THE TRANSACTION. Since 1997, Xxxxxxx Xxxxxxx has been leasing the Tuen Mun Property from Nanyang Enterprises for use as office properties and factory purposes, and intends to continue the lease after the expiry of the Existing Lease Agreement I through the Tuen Mun Lease Agreement. The above property is rented as to the practical business needs of the Group. By entering into of the Tuen Mun Lease Agreement to renew the lease, Nanyang Tobacco can avoid incurring removal fees, renovation fees and all other incidental cost and expenses for moving into new properties. The Company has been leasing the Harcourt House Office for use as office for more than 20 years, and intends to continue the lease after the expiry of the Existing Lease Agreement II through the Harcourt Tenancy Agreement. The above property is rented as to the practical business needs of the Group. By entering into of the Harcourt Tenancy Agreement to renew the lease, the Company can avoid incurring removal fees, renovation fees and all other incidental cost and expenses for moving into new properties. The Directors (including the independent non-executive Directors) consider that the terms of the Tuen Mun Lease Agreement and the Harcourt Tenancy Agreement (including the annual caps) are on normal commercial terms but are not in the ordinary and usual course of business of the Group, and are fair and reasonable and in the interests of the Company and its shareholders as a whole. None of the Directors have a material interest in the Tuen Mun Lease Agreement and the Harcourt Tenancy Agreement, and accordingly no Director has been required to abstain from voting on the relevant resolutions of the Board for approving the Tuen Mun Lease Agreement and the Harcourt Tenancy Agreement. Nevertheless, Xx. Xxxx Xxxx Xxx, Mr. Xxxx Xxx and Xx. Xx Xx, each being an executive director of the Company and also a director of SIIC, voluntarily abstained from voting on the Board resolutions approving the Tuen Mun Lease Agreement and the Harcourt Tenancy Agreement. LISTING RULES IMPLICATIONS Nanyang Tobacco is an indirect wholly-owned subsidiary of the Company. SIIC is the controlling shareholder of the Company holding approximately 61.58% of the entire issued capital of the Company, and is therefore a connected person of the Company. Both Nanyang Enterprises and International Hope are wholly-owned subsidiaries of SIIC and are therefore associates of SIIC and connected persons of the Company. Accordingly, the entering into of the Tue...
REASONS FOR AND BENEFITS OF THE TRANSACTION. The Transaction will be beneficial to the Company in seizing development opportunities in the reinsurance market, reducing the capital requirements relating to reinsurance credit risk, satisfying the overseas reinsurance needs of its clients and cultivating its new sources of business growth. The Board, including the Independent Non-executive Directors, is of the view that the Transaction is entered into on normal commercial terms, the terms of the Transaction are fair and reasonable and in the interests of the Company and its shareholders as a whole. LISTING RULES IMPLICATIONS PICC Group is the controlling shareholder of the Company, holding approximately 69% of the issued share capital of the Company. Pursuant to the Listing Rules, PICC Group is a connected person of the Company. Accordingly, the Transaction constitutes a connected transaction of the Company. As Xx. Xx Xxx, Xx. Xxxx Xxxxxxxx, Xx. Xx Xxxxxxxx and Mr. Xx Xxx, all being Directors, hold positions in PICC Group, all of them have abstained from voting on the board resolution for considering and approving the Transaction. Save as disclosed above, no other Directors were required to abstain from voting on the board resolution for considering and approving the Transaction or are regarded as having a material interest in the Transaction. As none of the applicable percentage ratios for the Transaction exceeds the 5% threshold under Rule 14A.76 of the Listing Rules, the Transaction is only subject to the reporting and announcement requirements and is exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules.
REASONS FOR AND BENEFITS OF THE TRANSACTION. The Group is primarily engaged in the businesses of general hospital, specialty hospital, medical examination and clinics, with focus in Yangtze River Delta region. The Group is actively developing its obstetrics and gynecology and pediatrics specialty hospital businesses. To implement a long term strategic layout of premium obstetrics and gynecology and pediatrics specialty hospital businesses in Yangtze River Delta region, the Group is actively expanding its business in Nanjing, the provincial capital of Jiangsu. Hence, the Board considers this cooperation with South New City as a driving force to promote the overall development of the Group’s specialty hospital business in Nanjing. The reform of healthcare system in China encourages social capital and private medical institutions to participate in the national healthcare system. The implementation of the “two-child policy” has driven up the demand for obstetrics and gynecology and pediatrics medical services. National economic development and consumption upgrades enable the demand for premium healthcare services to become the driving force of premium healthcare services market. The sole shareholder of South New City is Nanjing South New City Development and Construction (Group) Co., Ltd. ( 南京市南部新城開發建設（集團）有限公司 ) under the State-owned Assets Supervision and Administration Commission of Nanjing Municipality ( 南京市人民政府國有資產監督委員會 ). The cooperation between Shanghai Rich Medical and South New City enables the Group to provide professional obstetrics and gynecology and pediatrics services to meet local healthcare needs, create synergy effect between the Group and its business partners, and expand the local market share and brand influence of the Group in Nanjing. The Board believes that the Cooperation Agreement provides a good opportunity for the Group to strengthen its existing market position in the healthcare services market in Yangtze River Delta region, especially in Nanjing. The Directors (including the independent non-executive Directors) consider that the cooperation can enhance the long term growth potential and shareholders’ value of the Group, and strengthen the diversified service portfolio of the Group. The Directors are of the view that the terms of the Cooperation Agreement are on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole.
