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

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The EV Cargo Group has operations in over 100 countries and investments across three continents in 26 countries, with warehousing space of 3 million sq. ft., 1,300 trucks and 4,750 logistics professionals. On the other hand, the Group operates local offices in 18 cities across 9 countries and territories, including Hong Kong, Shanghai, Guangzhou, Taipei, Tokyo, Seoul, Paris and Chiasso. While the Group is able to provide freight forwarding and local logistics services to its customers worldwide in locations where it has local presence, the Group has been maintaining a large freight forwarder business partners network across more than 100 countries to extend the coverage of the Group’s air freight forwarding services to many more locations worldwide, and the EV Cargo Group has been one of the Group’s freight forwarder business partners. Similarly, the EV Cargo Group may also from time to time require the Group’s local offices to provide air freight forwarding and local logistics services for its customers in locations where the EV Cargo Group does not have its local presence. In this regard, the Group has entered into a master agency agreement with EV Cargo, being a member of the EV Cargo Group, for the appointment of each other as agent for the provision of air freight forwarding services in relation to shipments with origins or destinations in the PRC and the United Kingdom, as well as the countries where Member of the Company and Member of EV Cargo operate in. The Directors believe that, by entering into the EV Cargo Group Master Agency Agreement, both the Group and the EV Cargo Group will be able to continue its business cooperation on global basis, and the Group will benefit from the freight forwarding business brought in by the EV Cargo Group and the freight forwarding services it could provide to the Group in jurisdictions in which the Group does not have local presence. The Directors (including the independent non-executive Directors), after reviewing the terms of the EV Cargo Group Master Agency Agreement, are of the view that the EV Cargo Group Master Agency Agreement and the transactions contemplated thereunder have been entered into on normal commercial terms or better (having such meaning as defined in the Listing Rules), in the ordinary and usual course of business of the Group and that the terms of the EV Cargo Group Master Agency Agreement as well as the proposed annual caps (including the New Annual Caps) are fair and reasonable and in the interests of the Company and the Shareholders taken as a whole. INFORMATION OF EV CARGO EV Cargo is a holding company and, to the best knowledge of the Directors upon making reasonable enquiries, the EV Cargo Group is principally engaged in the provision of air and ocean freight forwarding and logistics services, mainly in the United Kingdom and other parts of Europe for customers which are mainly supermarkets and department stores. As at the date of this announcement, EV Cargo is ultimately owned or controlled as to (i) 20% by Xx. Xxx Shek Xxx Xxxx (“Xx. Xxx”); (ii) 78% by funds managed by EmergeVest, a sophisticated investor in the logistics industry; and (iii) 2% by Xx. Xxxxxxx Xxxxx Xxxxx Xxxx, an Independent Third Party. Based on information available to the Company, EmergeVest is a private investment firm with more than USD500 million of assets under management, focused on logistics, technology and financial services industries. The funds managed by EmergeVest is of a wide investor base, and the general partners of the funds are controlled by Xx. Xxxxx Xxxxx Xxxxx, an Independent Third Party. RELATIONSHIPS AND IMPLICATIONS UNDER THE LISTING RULES As at the date of this announcement, EV Cargo was the indirect holding company (having such meaning as defined in the Listing Rules) of Princetonhall Limited. Princetonhall Limited is a substantial shareholder of CS Shanghai BVI, being a subsidiary of the Company. As such, EV Cargo is a connected person of the Company at subsidiary level under Chapter 14A of the Listing Rules. Accordingly, the transactions contemplated under the EV Cargo Group Master Agency Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. On the basis that EV Cargo is a connected person of the Company at subsidiary level only, by virtue of Rule 14A.101 of the Listing Rules, the EV Cargo Group Master Agency Agreement is subject to the reporting, annual review and announcement requirements but exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. Accordingly, the revision of the Existing Annual Caps and the New Annual Caps were exempt from the independent Shareholders’ approval requirements. As Xx. Xxx is materially interested in the transactions contemplated under the EV Cargo Group Master Agency Agreement by virtue of his 20% equity interest in EV Cargo, he has abstained from voting on the respective resolutions passed at the Board meeting for approving the New Annual Caps. Save for Xx. Xxx, none of the other Directors is or is deemed to have a material interest in the transactions contemplated under the EV Cargo Group Master Agency Agreement.

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REASONS FOR AND BENEFITS OF THE TRANSACTIONS. EV Cargo is a holding company and, to the best knowledge of the Directors upon making reasonable enquiries, the EV Cargo Group is principally engaged in the provision of air and ocean freight forwarding and logistics services, mainly in the United Kingdom and other parts of Europe for customers which are mainly supermarkets and department stores. The EV Cargo Group has operations in over 100 countries and investments across three continents in 26 countries, with warehousing space of 3 million sq. ft., 1,300 trucks and 4,750 logistics professionals. On the other hand, the Group operates local offices in 18 cities across 9 countries and territories, including Hong Kong, Shanghai, Guangzhou, Taipei, Tokyo, Seoul, Paris and Chiasso. While the Group is able to provide freight forwarding and local logistics services to its customers worldwide in locations where it has local presence, the Group has been maintaining a large freight forwarder business partners network across more than 100 countries to extend the coverage of the Group’s air freight forwarding services to many more locations worldwide, and the EV Cargo Group has been one of the Group’s freight forwarder business partners. Similarly, the EV Cargo Group may also from time to time require the Group’s local offices to provide air freight forwarding and local logistics services for its customers in locations where the EV Cargo Group does not have its local presence. In this regard, the Group has entered into a master agency agreement with EV Cargo, being a member of the EV Cargo Group, for the appointment of each other as agent for the provision of air freight forwarding services in relation to shipments with origins or destinations in the PRC and the United Kingdom, as well as the countries where Member of the Company and Member of EV Cargo operate in. The Directors believe that, by entering into the EV Cargo Group Master Agency Agreement, both the Group and the EV Cargo Group will be able to continue its business cooperation on global basis, and the Group will benefit from the freight forwarding business brought in by the EV Cargo Group and the freight forwarding services it could provide to the Group in jurisdictions in which the Group does not have local presence. The Directors (including the independent non-executive Directors), after reviewing the terms of the EV Cargo Group Master Agency Agreement, are of the view that the EV Cargo Group Master Agency Agreement and the transactions contemplated thereunder have been entered into on normal commercial terms or better (having such meaning as defined in the Listing Rules), in the ordinary and usual course of business of the Group and that the terms of the EV Cargo Group Master Agency Agreement as well as the proposed annual caps (including the New 2021 Revised Annual CapsCap) are fair and reasonable and in the interests of the Company and the Shareholders taken as a whole. INFORMATION OF EV CARGO EV Cargo is a holding company and, to the best knowledge of the Directors upon making reasonable enquiries, the EV Cargo Group is principally engaged in the provision of air and ocean freight forwarding and logistics services, mainly in the United Kingdom and other parts of Europe for customers which are mainly supermarkets and department stores. RELATIONSHIPS AND IMPLICATIONS UNDER THE LISTING RULES As at the date of this announcement, EV Cargo is ultimately owned or controlled as to (i) 20% by Xx. Xxx Shek Xxx Xxxx (“Xx. Xxx”); (ii) 78% by funds managed by EmergeVest, a sophisticated investor in the logistics industry; and (iii) 2% by Xx. Xxxxxxx Xxxxx Xxxxx Xxxx, an Independent Third Party. Based on information available to the Company, EmergeVest is a private investment firm with more than USD500 million of assets under management, focused on logistics, technology and financial services industries. The funds managed by EmergeVest is of a wide investor base, and the general partners of the funds are controlled by Xx. Xxxxx Xxxxx Xxxxx, an Independent Third Party. RELATIONSHIPS AND IMPLICATIONS UNDER THE LISTING RULES As at the date of this announcement, EV Cargo was the indirect holding company (having such meaning as defined in the Listing Rules) of Princetonhall Limited. Princetonhall Limited is a substantial shareholder of CS Shanghai BVI, being a subsidiary of the Company. As such, EV Cargo is a connected person of the Company at subsidiary level under Chapter 14A of the Listing Rules. Accordingly, the transactions contemplated under the EV Cargo Group Master Agency Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. On the basis that EV Cargo is a connected person of the Company at subsidiary level only, by virtue of Rule 14A.101 of the Listing Rules, the EV Cargo Group Master Agency Agreement is subject to the reporting, annual review and announcement requirements but exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. Accordingly, the revision of the Existing 2021 Revised Annual Caps and the New Annual Caps were Cap was exempt from the independent Shareholders’ approval requirements. As Xx. Xxx is materially interested in the transactions contemplated under the EV Cargo Group Master Agency Agreement by virtue of his 20% equity interest in EV Cargo, he has abstained from voting on the respective resolutions passed at the Board meeting for approving the New 2021 Revised Annual CapsCap. Save for Xx. Xxx, none of the other Directors is or is deemed to have a material interest in the transactions contemplated under the EV Cargo Group Master Agency Agreement.

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Samples: Master Agency Agreement

REASONS FOR AND BENEFITS OF THE TRANSACTIONS. EV Cargo is a holding company and, to the best knowledge of the Directors upon making reasonable enquiries, the EV Cargo Group is principally engaged in the provision of air and ocean freight forwarding and logistics services, mainly in the United Kingdom and other parts of Europe for customers which are mainly supermarkets and department stores. The EV Cargo Group has operations in over 100 countries and investments across three continents in 26 countries, with warehousing space of 3 million sq. ft., 1,300 trucks and 4,750 logistics professionals. On the other hand, the Group operates local offices in 18 13 cities across 9 eight countries and territories, including Hong Kong, Shanghai, Guangzhou, Taipei, Tokyo, Seoul, Paris and Chiasso. While the Group is able to provide freight forwarding and local logistics services to its customers worldwide in locations where it has local presence, the Group has been maintaining a large freight forwarder business partners network across more than 100 countries to extend the coverage of the Group’s air freight forwarding services to many more locations worldwide, and the EV Cargo Group has been one of the Group’s freight forwarder business partners. Similarly, the EV Cargo Group may also from time to time require the Group’s local offices to provide air freight forwarding and local logistics services for its customers in locations where the EV Cargo Group does not have its local presence. In this regard, as disclosed in the Company’s prospectus for its initial public offering dated 30 September 2020, the Group has entered into a master agency agreement with EV Cargo, being a member of the EV Cargo Group, for the appointment of each other as agent for the provision of air freight forwarding services in relation to shipments with origins or destinations in the PRC and the United Kingdom, as well as the countries where Member of the Company and Member of EV Cargo operate in. The Directors believe that, by entering into the EV Cargo Group Master Agency Agreement, both the Group and the EV Cargo Group will be able to continue its business cooperation on global basis, and the Group will benefit from the freight forwarding business brought in by the EV Cargo Group and the freight forwarding services it could provide to the Group in jurisdictions in which the Group does not have local presence. The Directors (including the independent non-executive Directors), after reviewing the terms of the EV Cargo Group Master Agency Agreement, are of the view that the EV Cargo Group Master Agency Agreement and the transactions contemplated thereunder have been entered into on normal commercial terms or better (having such meaning as defined in the Listing Rules), in the ordinary and usual course of business of the Group and that the terms of the EV Cargo Group Master Agency Agreement as well as the proposed annual caps (including the New Annual Caps) are fair and reasonable and in the interests of the Company and the Shareholders taken as a whole. INFORMATION OF EV CARGO EV Cargo is a holding company and, to the best knowledge of the Directors upon making reasonable enquiries, the EV Cargo Group is principally engaged in the provision of air and ocean freight forwarding and logistics services, mainly in the United Kingdom and other parts of Europe for customers which are mainly supermarkets and department stores. RELATIONSHIPS AND IMPLICATIONS UNDER THE LISTING RULES As at the date of this announcement, EV Cargo is ultimately owned or controlled as to (i) 20% by Xx. Xxx Shek Xxx Xxxx (“Xx. Xxx”); (ii) 78% by funds managed by EmergeVest, a sophisticated investor in the logistics industry; and (iii) 2% by Xx. Xxxxxxx Xxxxx Xxxxx Xxxx, an Independent Third Party. Based on information available to the Company, EmergeVest is a private investment firm with more than USD500 million of assets under management, focused on logistics, technology and financial services industries. The funds managed by EmergeVest is of a wide investor base, and the general partners of the funds are controlled by Xx. Xxxxx Xxxxx Xxxxx, an Independent Third Party. RELATIONSHIPS AND IMPLICATIONS UNDER THE LISTING RULES As at the date of this announcement, EV Cargo was the indirect holding company (having such meaning as defined in the Listing Rules) of Princetonhall Limited. Princetonhall Limited is a substantial shareholder of CS Shanghai BVI, being a subsidiary of the Company. As such, EV Cargo is a connected person of the Company at subsidiary level under Chapter 14A of the Listing Rules. Accordingly, the transactions contemplated under the EV Cargo Group Master Agency Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. On the basis that EV Cargo is a connected person of the Company at subsidiary level only, by virtue of Rule 14A.101 of the Listing Rules, the EV Cargo Group Master Agency Agreement is subject to the reporting, annual review and announcement requirements but exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. Accordingly, the revision of the Existing Annual Caps and the New Annual Caps were exempt from the independent Shareholders’ approval requirements. As Xx. Xxx is materially interested in the transactions contemplated under the EV Cargo Group Master Agency Agreement by virtue of his 20% equity interest in EV Cargo, he has abstained from voting on the respective resolutions passed at the Board meeting for approving the New Annual CapsEV Cargo Group Master Agency Agreement and the related annual caps. Save for Xx. Xxx, none of the other Directors is or is deemed to have a material interest in the transactions contemplated under the EV Cargo Group Master Agency Agreementabove transactions.

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Samples: Cargo Group Master Agency Agreement

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REASONS FOR AND BENEFITS OF THE TRANSACTIONS. EV Cargo is a holding company and, to the best knowledge of the Directors upon making reasonable enquiries, the EV Cargo Group is principally engaged in the provision of air and ocean freight forwarding and logistics services, mainly in the United Kingdom and other parts of Europe for customers which are mainly supermarkets and department stores. The EV Cargo Group has operations in over 100 countries and investments across three continents in 26 countries, with warehousing space of 3 million sq. ft., 1,300 trucks and 4,750 logistics professionals. On the other hand, the Group operates local offices in 18 13 cities across 9 eight countries and territories, including Hong Kong, Shanghai, Guangzhou, Taipei, Tokyo, Seoul, Paris and Chiasso. While the Group is able to provide freight forwarding and local logistics services to its customers worldwide in locations where it has local presence, the Group has been maintaining a large freight forwarder business partners network across more than 100 countries to extend the coverage of the Group’s air freight forwarding services to many more locations worldwide, and the EV Cargo Group has been one of the Group’s freight forwarder business partners. Similarly, the EV Cargo Group may also from time to time require the Group’s local offices to provide air freight forwarding and local logistics services for its customers in locations where the EV Cargo Group does not have its local presence. In this regard, as disclosed in the Company’s prospectus for its initial public offering dated 30 September 2020, the Group has entered into a master agency agreement with EV Cargo, being a member of the EV Cargo Group, for the appointment of each other as agent for the provision of air freight forwarding services in relation to shipments with origins or destinations in the PRC and the United Kingdom, as well as the countries where Member of the Company and Member of EV Cargo operate in. The Directors believe that, by entering into the EV Cargo Group Master Agency Agreement, both the Group and the EV Cargo Group will be able to continue its business cooperation on global basis, and the Group will benefit from the freight forwarding business brought in by the EV Cargo Group and the freight forwarding services it could provide to the Group in jurisdictions in which the Group does not have local presence. The Directors (including the independent non-executive Directors), after reviewing the terms of the EV Cargo Group Master Agency Agreement, are of the view that the EV Cargo Group Master Agency Agreement and the transactions contemplated thereunder have been entered into on normal commercial terms or better (having such meaning as defined in the Listing Rules), in the ordinary and usual course of business of the Group and that the terms of the EV Cargo Group Master Agency Agreement as well as the proposed annual caps (including the New Revised Annual Caps) are fair and reasonable and in the interests of the Company and the Shareholders taken as a whole. INFORMATION OF EV CARGO EV Cargo is a holding company and, to the best knowledge of the Directors upon making reasonable enquiries, the EV Cargo Group is principally engaged in the provision of air and ocean freight forwarding and logistics services, mainly in the United Kingdom and other parts of Europe for customers which are mainly supermarkets and department stores. As at the date of this announcement, EV Cargo is ultimately owned or controlled as to (i) 20% by Xx. Xxx Shek Xxx Xxxx (“Xx. Xxx”); (ii) 78% by funds managed by EmergeVest, a sophisticated investor in the logistics industry; and (iii) 2% by Xx. Xxxxxxx Xxxxx Xxxxx Xxxx, an Independent Third Party. Based on information available to the Company, EmergeVest is a private investment firm with more than USD500 million of assets under management, focused on logistics, technology and financial services industries. The funds managed by EmergeVest is of a wide investor base, and the general partners of the funds are controlled by Xx. Xxxxx Xxxxx Xxxxx, an Independent Third Party. RELATIONSHIPS AND IMPLICATIONS UNDER THE LISTING RULES As at the date of this announcement, EV Cargo was the indirect holding company (having such meaning as defined in the Listing Rules) of Princetonhall Limited. Princetonhall Limited is a substantial shareholder of CS Shanghai BVI, being a subsidiary of the Company. As such, EV Cargo is a connected person of the Company at subsidiary level under Chapter 14A of the Listing Rules. Accordingly, the transactions contemplated under the EV Cargo Group Master Agency Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules. On the basis that EV Cargo is a connected person of the Company at subsidiary level only, by virtue of Rule 14A.101 of the Listing Rules, the EV Cargo Group Master Agency Agreement is subject to the reporting, annual review and announcement requirements but exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. Accordingly, the revision of the Existing Annual Caps and the New Annual Caps were exempt from the independent Shareholders’ approval requirements. As Xx. Xxx is materially interested in the transactions contemplated under the EV Cargo Group Master Agency Agreement by virtue of his 20% equity interest in EV Cargo, he has abstained from voting on the respective resolutions passed at the Board meeting for approving the New Annual Caps. Save for Xx. Xxx, none of the other Directors is or is deemed to have a material interest in the transactions contemplated under the EV Cargo Group Master Agency Agreement.

Appears in 1 contract

Samples: Master Agency Agreement

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