REASONS FOR RENEWAL OF THE TRANSACTIONS Clause Samples
REASONS FOR RENEWAL OF THE TRANSACTIONS. The Directors consider that, if approved by the Independent Shareholders, the 2019 Master ▇▇▇▇ Supply Agreement and the 2019 Master ▇▇▇▇ Purchase Agreement will enable the Group to continue to (a) supply the CPP Supply Products to the ▇▇▇▇ Group in the ordinary course of business and generate turnover for the Group; and (b) purchase the CPP Purchase Products required by the Group in the production of feed- related, farm-related and food-related products from the ▇▇▇▇ Group as a reliable, diverse and competitively priced source of supply. The Board considered that each of ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ (chairman and executive director of the Company), Mr. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ (each a vice chairman and an executive director of the Company), ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ (each an executive director of the Company) had a material interest in the transactions contemplated under the 2019 Master ▇▇▇▇ Supply Agreement and the 2019 Master ▇▇▇▇ Purchase Agreement in view of their respective shareholdings in CPG, and accordingly those of them who attended the Board meeting held for considering the agreements abstained from voting on the resolutions relating to the 2019 Master ▇▇▇▇ Supply Agreement and the 2019 Master ▇▇▇▇ Purchase Agreement. The Directors (excluding the independent non-executive Directors who will provide their advice after having received the advice from the independent financial adviser) are of the opinion that the 2019 Master ▇▇▇▇ Supply Agreement, the 2019 Master ▇▇▇▇ Purchase Agreement and the transactions thereunder (including the respective annual caps) are on normal commercial terms and entered into in the ordinary and usual course of business of the Group, their terms are fair and reasonable, and are in the interests of the Company and the Shareholders as a whole. On 30 October 2019, the Company entered into the Master ITOCHU Supply Agreement and the Master ITOCHU Purchase Agreement with ITOCHU. The major terms of the Master ITOCHU Supply Agreement and the Master ITOCHU Purchase Agreement are summarised below:
(a) Date
(b) Parties
(i) the Company (as supplier)
(ii) ITOCHU (as purchaser)
(c) Subject matter
REASONS FOR RENEWAL OF THE TRANSACTIONS. The Directors consider that the 2020 Master ITOCHU Supply Agreement and the 2020 Master ITOCHU Purchase Agreement will enable the Group to continue to (a) supply the CPP Supply Products to the ITOCHU Group in the ordinary course of business and generate turnover for the Group; and (b) purchase the CPP Purchase Products required by the Group in the production of feed-related, farm-related and food-related products from the ITOCHU Group as a reliable, diverse and competitively priced source of supply. The Board considered that ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ had a material interest in the transactions contemplated under the 2020 Master ITOCHU Supply Agreement and the 2020 Master ITOCHU Purchase Agreement in view of his significant executive functions in ITOCHU and certain other companies in the ITOCHU Group, and accordingly he abstained from voting on the resolutions relating to the 2020 Master ITOCHU Supply Agreement and the 2020 Master ITOCHU Purchase Agreement. Save as disclosed above, none of the other Directors was required to abstain from voting on the board resolutions. The Directors (including the independent non-executive Directors) are of the opinion that the 2020 Master ITOCHU Supply Agreement, the 2020 Master ITOCHU Purchase Agreement and the transactions thereunder (including the respective annual caps) are on normal commercial terms and entered into in the ordinary and usual course of business of the Group, that the terms are fair and reasonable, and are in the interests of the Company and the Shareholders as a whole.