Common use of REASONS FOR AND BENEFITS OF THE TRANSACTIONS Clause in Contracts

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The appointment of Wharf Group Member(s) to provide the Hotel-related Services from time to time would enable the Group to benefit from the brand, experience and vast resources of the Wharf Group in hotel businesses in the relevant markets. In order to regulate, inter alia, the relevant transactions contemplated under various Individual Services Agreements, and for the purpose of administrative convenience, the Renewal Master Hotel Services Agreement, under which the Annual Cap Amounts are agreed, offers flexibility for the entering into of further Individual Services Agreement(s), if any, and/or renewal of various Individual Services Agreements, which is considered beneficial to the Group. REGULATORY ASPECTS As both of Wharf and Wharf REIC, the controlling shareholder of the Company, are listed subsidiaries of Xxxxxxxx, Wharf is regarded an associate of Wharf REIC and henceforth a connected person of the Company under the Listing Rules. Therefore, the entering into of the Renewal Master Hotel Services Agreement and the relevant transactions contemplated and/or governed thereunder constitute continuing connected transactions for the Company under the Listing Rules. Since one or more of the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the aggregated Annual Cap Amounts of the Renewal Master Hotel Services Agreement are greater than 0.1% while all such ratios are below 5%, the Renewal Master Hotel Services Agreement and the transactions contemplated thereunder are subject to the announcement, reporting and annual review requirements but exempt from the circular and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. Going forward, no further announcement will be issued by the Company during the term on each occasion any the Group Member enters into or renew any Individual Services Agreement(s) with any Wharf Group Member subject to fulfillment of the terms and/or conditions stipulated in the Renewal Master Hotel Services Agreement and as mentioned above, particularly the Annual Cap Amounts not being exceeded.

Appears in 1 contract

Samples: www.harbourcentre.com.hk

AutoNDA by SimpleDocs

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The appointment concession counters inside XXXXX shops leased to WGL Group’s Concessionaires are for the retailing of Wharf their upmarket shoes, bags and accessories products which have complemented JBHL Group’s own fashion products well, and the arrangements have created synergetic value benefiting both JBHL Group Member(sand WGL Group. The Company believes that such concession arrangements with WGL Group’s Concessionaire(s) to provide the Hotel-related Services from time to time would enable the Group will continue to benefit from the brandXXXXX in further strengthening those existing vendor relationships, experience and vast resources providing an extension of the Wharf Group in hotel businesses in product offer to better serve the relevant marketscustomers. The directors of the Company believe that the entering into of the Renewal Master Concession Agreement is necessary for the continuous growth and operation of, will generate recurrent retail income for, and is therefore beneficial to, JBHL Group. In order to regulateaddition, inter alia, the relevant transactions contemplated under various Individual Services Agreements, and for the purpose of administrative convenience, the Renewal Master Hotel Services Agreement, under which the Annual Cap Amounts are agreed, Concession Agreement offers flexibility for further expansion of the entering into of further Individual Services Agreement(s), if any, and/or renewal of various Individual Services Agreements, which is considered beneficial to the synergetic partnership with WGL Group. REGULATORY ASPECTS As both of Wharf and Wharf REIC, the controlling WGL is a substantial shareholder of the Company, are listed subsidiaries of Xxxxxxxx, Wharf is regarded an associate of Wharf REIC and henceforth a connected person of the Company under the Listing Rules. Therefore, the entering into of the Renewal Master Hotel Services Agreement and the relevant transactions contemplated and/or governed thereunder Transactions constitute continuing connected transactions for the Company under the Listing Rules. Since one or more certain of the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the aggregated Aggregate Annual Cap Amounts of the Renewal Master Hotel Services Agreement Amount are greater than the 0.1% threshold under Rule 14A.76(1)(a) of the Listing Rules, while all such ratios are below the 5%% threshold under Rule 14A.76(2)(a) of the Listing Rules, the Renewal Master Hotel Services Agreement and the transactions contemplated thereunder Transactions are subject to the announcementexempt from, reporting and annual review requirements but exempt from the circular and inter alia, independent shareholders’ approval requirement, but are subject to requirements regarding announcement and reporting etc. under Chapter 14A of the Listing Rules. Going forward, during the renewal term as set out in the Renewal Master Concession Agreement, no further announcement will be issued by the Company during the term Term on each occasion any the Group Member enters Eligible Head Tenant(s) and any WGL Group’s Concessionaire(s) enter into or renew any Individual Services Concession Agreement(s) with any Wharf Group Member ), subject to fulfillment of the terms and/or conditions stipulated in the Renewal Master Hotel Services Concession Agreement and as mentioned above, particularly the relevant Aggregate Annual Cap Amounts Amount not being exceeded.

Appears in 1 contract

Samples: www1.hkexnews.hk

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The appointment of member(s) of the Wharf Group Member(s) to provide the Hotel-related Services in respect of existing properties and/or property projects held by the Group from time to time would enable the Group to benefit from the brand, experience and vast resources of the Wharf Group in hotel property businesses in the relevant markets. Further Individual Agreements for the provision of the Services by Wharf Group member(s) in respect of various properties and/or property projects held by the Group may be negotiated or contemplated. In order to regulate, inter alia, the relevant transactions contemplated under various relating to such further Individual Services Agreements, and for the purpose of administrative convenience, the Renewal Master Hotel Property Services Agreement, under which the Annual Aggregate Cap Amounts are agreed, offers flexibility for the entering into of further Individual Services Agreement(s)appointments as abovementioned, if any, and/or renewal of various Individual Services Agreements, which and is considered beneficial to the Group. REGULATORY ASPECTS As both the Company is a 71.44%-owned subsidiary of Wharf and Wharf REICwhile the Manager(s)/Agent(s) is/are wholly-owned subsidiary(ies) of Wharf, the controlling shareholder of the Company, are listed subsidiaries of Xxxxxxxx, Wharf is regarded an associate of Wharf REIC and henceforth a connected person of the Company under the Listing Rules. Therefore, the entering into of the Renewal Master Hotel Services Agreement and the relevant transactions contemplated and/or governed thereunder Transactions constitute continuing connected transactions for the Company under the Listing Rules. Since one or more of the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of each of the aggregated Annual Aggregate Cap Amounts of the Renewal Master Hotel Services Agreement is/are greater than the 0.1% threshold under Rule 14A.33(3), while all such ratios are below the 5%% threshold under Rule 14A.34, of the Listing Rules, the Renewal Master Hotel Services Agreement and the transactions contemplated thereunder Transactions are subject to the announcement, reporting and annual review requirements but exempt from the circular and independent shareholders’ approval requirement under Rule 14A.34 of the Listing Rules, but are subject to requirements regarding announcement and reporting etc. under Chapter 14A of the Listing Rules. Going forward, during the term of the Renewal Master Property Services Agreement, no further announcement will be issued by the Company during the term made on each occasion any member of the Group Member enters into any Individual Agreement(s) or renew any Individual Services Existing Agreement(s) and/or Individual Agreements with any member of Wharf Group Member subject to fulfillment of the terms and/or conditions stipulated in the Renewal Master Hotel Services Agreement and as mentioned above, particularly the Annual Aggregate Cap Amounts not being exceeded.

Appears in 1 contract

Samples: Master Property Services Agreement

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The appointment As the Group is engaged in property business, the appointments of member(s) of Wharf Group Member(s) to provide the Hotel-related Services in respect of existing properties and/or property projects in the PRC held by the Group from time to time would enable are necessary for the Group’s business operations. Further Individual Agreements for the provision of the Services by Wharf Group member(s) in respect of various properties and/or property projects in the PRC held by the Group to benefit from the brand, experience and vast resources of the Wharf Group in hotel businesses in the relevant marketscould be negotiated or contemplated. In order to regulate, inter alia, the relevant transactions contemplated under various relating to such further Individual Services Agreements, and for the purpose of administrative convenience, the Renewal Master Hotel Property Services Agreement, under which whereby the Annual Aggregate Cap Amounts are agreed, offers flexibility for the entering into of further Individual Services Agreement(s)appointments as abovementioned, if any, and/or renewal of various Individual Services Agreements, which and is considered beneficial to the Group. REGULATORY ASPECTS As both the Company is a 71.28%-owned subsidiary of Wharf and Wharf REICwhile the Manager(s)/Agent(s) is/are wholly-owned subsidiary(ies) of Wharf, the controlling shareholder of the Company, are listed subsidiaries of Xxxxxxxx, Wharf is regarded an associate of Wharf REIC and henceforth a connected person of the Company under the Listing Rules. Therefore, the entering into of the Renewal Master Hotel Services Agreement and the relevant transactions contemplated and/or governed thereunder Transactions constitute continuing connected transactions for the Company under the Listing Rules. Since one or more of the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of each of the aggregated Annual Aggregate Cap Amounts of the Renewal Master Hotel Services Agreement is/are greater than the 0.1% threshold under Rules 14A.33(3), while all such ratios are below the 5%% threshold under Rule 14A.34, of the Listing Rules, the Renewal Master Hotel Services Agreement and the transactions contemplated thereunder Transactions are subject to the announcement, reporting and annual review requirements but exempt from the circular and independent shareholders’ approval requirement under Rule 14A.34 of the Listing Rules, but are subject to requirements regarding announcement and reporting etc. under Chapter 14A Rules 14A.37 to 14A.40 and Rules 14A.45 to 14A.47 of the Listing Rules. Going forward, during the term of the Renewal Master Property Services Agreement, no further announcement will be issued by the Company during the term made on each occasion any member of the Group Member enters into any Individual Agreement(s) or renew any Individual Services Existing Agreement(s) with any member of Wharf Group Member subject to fulfillment of the terms and/or conditions stipulated in the Renewal Master Hotel Services Agreement and as mentioned above, particularly the Annual Aggregate Cap Amounts not being exceeded.

Appears in 1 contract

Samples: www.harbourcentre.com.hk

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The appointment concession counters inside XXXXX shops leased to WGL Group’s Concessionaires are for the retailing of Wharf their upmarket shoes, bags and accessories products which have complemented JBHL Group’s own fashion products well, and the arrangements have created synergetic value benefiting both JBHL Group Member(sand WGL Group. The Company believes that such concession arrangements with WGL Group’s Concessionaire(s) to provide the Hotel-related Services from time to time would enable the Group will continue to benefit from the brandXXXXX in further strengthening those existing vendor relationships, experience and vast resources providing an extension of the Wharf Group in hotel businesses in product offer to better serve the relevant marketscustomers. The directors of the Company believe that the entering into of the Renewal Master Concession Agreement is necessary for the continuous growth and operation of, will generate recurrent retail income for, and is therefore beneficial to, JBHL Group. In order to regulateaddition, inter alia, the relevant transactions contemplated under various Individual Services Agreements, and for the purpose of administrative convenience, the Renewal Master Hotel Services Agreement, under which the Annual Cap Amounts are agreed, Concession Agreement offers flexibility for further expansion of the entering into of further Individual Services Agreement(s), if any, and/or renewal of various Individual Services Agreements, which is considered beneficial to the synergetic partnership with WGL Group. REGULATORY ASPECTS As both of Wharf and Wharf REIC, the controlling WGL is a substantial shareholder of the Company, are listed subsidiaries of Xxxxxxxx, Wharf is regarded an associate of Wharf REIC and henceforth a connected person of the Company under the Listing Rules. Therefore, the entering into of the Renewal Master Hotel Services Concession Agreement and the relevant transactions contemplated and/or governed thereunder constitute continuing connected transactions for the Company under the Listing Rules. Since one or more of the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the aggregated Annual Cap Amounts of the Renewal Master Hotel Services Concession Agreement are greater than 0.1% while all such ratios are below 5%, the Renewal Master Hotel Services Concession Agreement and the transactions contemplated and/or governed thereunder are subject to the announcement, reporting and annual review requirements but exempt from the circular and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. Going forward, no further announcement will be issued by the Company during the term on each occasion any the JBHL Group Member enters Member(s) enter(s) into or renew renew(s) any Individual Services Concession Agreement(s) with any Wharf Group Member WGL Group’s Concessionaire(s), subject to fulfillment of the terms and/or conditions stipulated in the Renewal Master Hotel Services Concession Agreement and as mentioned above, particularly the Annual Cap Amounts Amount not being exceeded.

Appears in 1 contract

Samples: doc.irasia.com

AutoNDA by SimpleDocs

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The appointment of Wharf Group Member(s) to provide the Hotel-related Services from time to time would enable the Group to benefit from the brand, experience and vast resources of the Wharf Group in hotel property businesses in the relevant markets. In order to regulate, inter alia, the relevant transactions contemplated under various Individual Services Agreements, and for the purpose of administrative convenience, the Renewal Master Hotel Property Services Agreement, under which the Annual Cap Amounts are agreed, offers flexibility for the entering into of further Individual Services Agreement(s), if any, and/or renewal of various Individual Services Agreements, which is considered beneficial to the Group. REGULATORY ASPECTS As both of Wharf and Wharf REIC, the controlling shareholder of the Company, are listed subsidiaries of Xxxxxxxx, Wharf is regarded an associate of Wharf REIC and henceforth a connected person of the Company under the Listing Rules. Thereforeis a 71.51%-owned subsidiary of Wharf, the entering into of the Renewal Master Hotel Property Services Agreement and the relevant transactions contemplated and/or governed thereunder constitute continuing connected transactions for the Company under the Listing Rules. Since one or more of the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the aggregated Annual Cap Amounts of the Renewal Master Hotel Services Agreement abovementioned transactions is/are greater than 0.1% while all such ratios are below 5%, the Renewal Master Hotel Services Agreement and the transactions contemplated thereunder are subject to the announcement, annual reporting and annual review requirements but exempt from the circular and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. Going forward, no further announcement will be issued by the Company during the term Term on each occasion any the HCDL Group Member enters into or renew any Individual Services Agreement(s) with any Wharf Group Member subject to fulfillment fulfilment of the terms and/or conditions stipulated in the Renewal Master Hotel Property Services Agreement and as mentioned above, particularly the Annual Cap Amounts not being exceeded.

Appears in 1 contract

Samples: www.harbourcentre.com.hk

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The appointment of Wharf concession arrangements and possible consignment arrangements inside the stores operated by WGL Group Member(s) to provide are for the Hotel-related Services from time to time would retailing of the Group’s upmarket fashion and beauty products which enable the Group to benefit from leverage on WGL Group Member(s)’s own retail space and complement WGL Group Member(s)’s own product well, thereby creating synergetic value benefitting both the brand, experience Group and vast resources WGL Group Member(s). The relevant commercial premises under the tenancy arrangements are needed by the Group for operation of its head office. The directors of the Wharf Group in hotel businesses in Company believe that the relevant marketsentering into of the Renewal Master Agreement is necessary for the continuous growth and operation of, and is therefore beneficial to, the Group. In order to regulateaddition, inter alia, the relevant transactions contemplated under various Individual Services Agreements, and for the purpose of administrative convenience, the Renewal Master Hotel Services Agreement, under which the Annual Cap Amounts are agreed, Agreement offers flexibility for the entering into of further Individual Services Agreement(ssynergetic cooperation with WGL Group Member(s), if any, and/or renewal of various Individual Services Agreements, which is considered beneficial to the Group. REGULATORY ASPECTS As both of Wharf and Wharf REIC, the controlling WGL is a substantial shareholder of the Company, are listed subsidiaries of Xxxxxxxx, Wharf is regarded an associate of Wharf REIC and henceforth a connected person of the Company under the Listing Rules. Therefore, the entering into of the Renewal Master Hotel Services Agreement and the relevant transactions contemplated and/or governed thereunder Transactions constitute continuing connected transactions for the Company under the Listing Rules. Since one or more of the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the aggregated Aggregate Annual Cap Amounts of the Renewal Master Hotel Services Agreement Amount is/are greater than the 0.1% threshold under Rule 14A.76(1)(a), while all such ratios are below the 5%% threshold under Rule 14A.76(2)(a) of the Listing Rules, the Renewal Master Hotel Services Agreement and the transactions contemplated thereunder Transactions are subject to the announcement, reporting and annual review requirements but exempt from the circular and independent shareholders’ approval requirement but are subject to requirements regarding announcement, reporting and annual review under Chapter 14A of the Listing Rules. Going forward, during the renewal term as set out in the Renewal Master Agreement, no further announcement will be issued by the Company during the term Term on each occasion any member of the Group Member enters and WGL (or any of its subsidiaries) enter into or renew any Individual Services Agreement(s) with any Wharf Group Member ), subject to fulfillment of the terms and/or conditions stipulated in the Renewal Master Hotel Services Agreement and as mentioned above, particularly the relevant Aggregate Annual Cap Amounts Amount not being exceeded.

Appears in 1 contract

Samples: www1.hkexnews.hk

Time is Money Join Law Insider Premium to draft better contracts faster.