REASONS FOR THE CONTINUING CONNECTED TRANSACTIONS. Steel beams are used by the Group as raw materials or semi-finished products for production of baffles, fish plates and iron plates, which are three of the parts and components of the Group’s rail fastening system products. Steel beams may be produced through processing steel billets, which is relatively more cost-effective. Alternatively, steel beams may be purchased directly from suppliers in the market in exceptional circumstances, such as when there is an unexpected increase in demand for steel beams which cannot be feasibly or economically efficiently met by procuring steel billet processing services. As mentioned in the prospectus of the Company dated 9 December 2016, the Group processed steel billets for production of steel beams from time to time at its own production facilities until July 2015, when it sold the buildings, production facilities and equipment for metal processing to Longji. Following the above disposal, the Company had entered into the Prior Master Processing Agreement and the Prior Master Purchase Agreement such that the Company could secure the supply of steel beams through procuring steel billet processing services from Longji, or where the Company considers appropriate taking into account, among others, any unexpected increase in demand for steel beams, the procurement costs of steel billets and the Group’s inventory of steel billets, the Company may purchase steel beams from Longji directly. Under the Prior Master Processing Agreement, the Group had been able to take advantage of the proximity of the relevant facilities of Longji with the Group’s premises and the lower quotations offered by Xxxxxx as compared to those offered by Independent Third Parties suppliers. As such, the Board considers that it is in the best interests of the Group to enter into the New Master Processing Agreement and the New Master Purchase Agreement and continue to procure steel billet processing services and, where necessary, directly source steel beams from Longji. The terms and conditions of the New Master Processing Agreement and the New Master Purchase Agreement were negotiated between Longji and the Company on an arm’s length basis. The Directors (including the independent non-executive Directors) are of the view that the terms and conditions of the New Master Processing Agreement and the New Master Purchase Agreement and the Annual Caps are fair and reasonable and in the interests of the Company the Shareholders as a whole, and the continuing co...
REASONS FOR THE CONTINUING CONNECTED TRANSACTIONS. The CAH Group are part of the Max Group, which is principally engaged in design, development and manufacture of premium quality designer ladies footwear and operation of online retail stores in the PRC. The Max Group had been providing daily management and monitoring services for the Group’s retail business in the PRC prior to disposal of the retail business by the Group in July 2017, including daily operation and management of retail stores, points of sales and distribution channels, and marketing strategies of the Group’s own labels and licensed brands. Following restructuring of the CAH Group and disposal of 60% of the issued share capital of CAH which effectively led to the transfer of the Group’s retail business in the PRC to the Max Group, SFC entered into the an exclusive distribution agreement with CAH and appointed the CAH Group as the exclusive distributor of the Stella Branded Products in the PRC retail market. The conclusion of the exclusive distribution agreement had ensured uninterrupted supply of the Stella Branded Products in the PRC retail market and allowed the Group to capitalise on the commitment and the local market experience and expertise of the Max Group as a leading footwear retail operator in the PRC. The exclusive distribution arrangements had been renewed through the entering into of the Prior CAH Exclusive Distribution Agreement in 2019. The term of the Prior CAH Exclusive Distribution Agreement will come to the end on 31 December 2022. The Group and the Max Group are both minded to build on their amicable business relationship and mutual understating and trust gained through the long-standing business dealings and further their business collaboration under a new agreement. Taking into account the historical and forecast transaction amounts with the CAH Group and the competence the CAH Group has demonstrated as a distributor of Stella Branded Products in the PRC retail market, the Directors consider that it is in the interests of the Group to extend the exclusive distribution rights of the Stella Branded Products in the PRC retail market granted to the CAH Group, so as to avoid any unnecessary change or disruption to the existing efficient distribution channel and guarantee the continual stable supply of the Stella Branded Products in the PRC retail market, pending possible revisions to the Group’s sales and distribution strategies. The above sets the scene for the entering into of the New CAH Exclusive Distribution Agreement f...
REASONS FOR THE CONTINUING CONNECTED TRANSACTIONS. The principal activity of the Company is investment holding. The Company’s subsidiaries are principally engaged in the business of cruise and cruise-related operations and leisure, entertainment and hospitality activities. The principal business of GMC is provision of management services. GENM is involved in a tourist resort business at Genting Highlands and its principal activities cover leisure and hospitality services, which comprise gaming, hotel, entertainment and amusement. The principal activities of GENM’s subsidiaries include operation of casinos, property investment and management, leisure and hospitality services, investments, tours and travel related services, provision of sales and marketing services and information technology related services. The principal activity of GENS is that of an investment holding company. The principal activities of GENS’ subsidiaries include the development and operation of integrated resort, operation of casinos, provision of sales and marketing support services to leisure and hospitality related businesses and investments. The 2017 Services Agreements were arrived at after arm’s length negotiation between each of the parties. The continuing connected transactions contemplated under the 2017 GENT-GENHK Services Agreement, the 2017 GENM-GENHK Services Agreement and the 2017 GENS-GENHK Services Agreement will continue to facilitate the operation of the Group’s business and administration in general. The continuing connected transactions contemplated under the 2017 GENHK-GENM Services Agreement and the 2017 GENHK-GENS Services Agreement will continue to generate revenue to the Group. Accordingly, the Board (including the Independent Non- executive Directors) (with each of Xxx Xxx Xxx and Xx. Xxx who (by virtue of his connected relationships with GMC, GENM and GENS as disclosed in the section headed “CONTINUING CONNECTED TRANSACTIONS” of this announcement) is regarded as having a material interest in the transactions and has abstained from voting on the 2017 Services Agreements) considers that the terms of the 2017 Services Agreements are on normal commercial terms, that their terms are fair and reasonable and in the interest of the Company and its shareholders as a whole and that the 2017 Services Agreements were entered into in the ordinary and usual course of the Group’s businesses and on terms not less favourable to the Company than terms available from or to other independent third parties. It is expected that th...
REASONS FOR THE CONTINUING CONNECTED TRANSACTIONS. The Yida Group is experienced in conducting site formation and construction works in the PRC, and it is also familiar with the local ground conditions in Dalian. Accordingly, the Framework Construction Agreement will enable the Richcoast Group to utilise the Yida Group’s expertise and experience in conducting site formation and construction works for project developments, and also enable the Richcoast Group to focus on the overall planning and management of the development of Xxxxxx Xxxxxx • Software Hub, a project development in the PRC in which the Company has an attributable interest of 48%. The Directors (including the independent non-executive Directors) consider that the terms of the Framework Construction Agreement are fair and reasonable and on normal commercial terms, and that the transactions contemplated under the Framework Construction Agreement are in the best interests of the Company and its shareholders as a whole.
REASONS FOR THE CONTINUING CONNECTED TRANSACTIONS. The Directors consider that the New Master CPP Supply Agreement will enable the CPP Group to expand its already extensive distribution network and strong customer base by securing OSIL Group and its related entities as additional customers for the CPP Group’s products. The additional demand for the CPP Group’s products generated by the supply of CPP Supply Products under the New Master CPP Supply Agreement is also expected to further enhance the utilization of the CPP Group’s production facilities, including the additional facilities to be leased under the Master Lease Agreement. It is therefore expected that the transactions contemplated under the New Master CPP Supply Agreement will provide a stable and substantial contribution to the turnover and profit of the CPP Group. The Directors also consider that the New Master CPP Purchase Agreement will enable the CPP Group to secure reliable, diverse and low cost sources of supply of raw materials required by the CPP Group in the production of animal feed, as all of CPT and its related entities are members within the Charoen Pokphand Group which is one of the largest commercial consumers of corn, fish meal, and other feed production raw materials and has strong procurement expertise and extensive bargaining power in feed raw materials and ready access to low-cost, ready sources of supply of such materials, both within China and globally. Also, as certain members of Charoen Pokphand Group hold the necessary import licences to enable them to import feed ingredients into China readily, the CPP Group will benefit from a shorter lead time in the delivery of the feed production materials it requires, thereby reducing its exposure to commodity price risks and can also thereby extend its procurement strategy to import channels, particularly where import prices are more favourable than domestically sourced raw materials. The purchase of the relevant raw materials by the CPP Group from members within Charoen Pokphand Group under the New Master CPP Purchase Agreement represents part of the CPP Group’s procurement strategy to diversify its international supplier base and expand its raw materials and import channels. CPP Group continues to seek other international suppliers in addition to Charoen Pokphand Group for the supply of raw materials required by the CPP Group by offering similar terms of purchase to such suppliers. The Directors consider that, by the addition to the CPP Group’s existing feed production facilities ...
REASONS FOR THE CONTINUING CONNECTED TRANSACTIONS. The principal activities of the Group are the manufacture and supply of ethylene oxide (‘‘EO’’), ethylene glycol (‘‘EG’’), polypropylene (‘‘PP’’), methyl tert-butyl ether and surfactants in the PRC. The Group was also engaged in the provision of processing services for propylene, methyl tert-butyl ether and surfactants to its customers and the production and supply of other chemical products such as mixed C4, crude pentene and industrial gases, namely oxygen, nitrogen and argon in the PRC. The Group’s new production facilities being the 6th phase EO/EG production facilities with 1,000,000MT output on a yearly basis and its ancillary upstream level production facilities are expected to commence commercial operations during the second quarter of 2023. Such new production facilities includes a light olefin production facility with 1,250,000MT annual output, a EO/EG production facility with 1,000,000MT annual output, a butadiene extraction unit with 80,000MT annual output and a air separation unit with 30,000MT annual output and supporting transformer, storage and transportation, flare, and other public utilities and auxiliary facilities together with the aromatic extraction facilities of Xxx Xx Petrochemical, which adopts a multi-material proportioning and feeding process, effectively responding to the price risk of a single raw material and improving the profitability of the equipment. The new production facilities will enable the Group to diversify market risks in terms of feedstock procurement by rebalancing the composition from the current status of ethylene, propylene and methanol on a 20%–10%–70% basis to the expected input ratio of naphtha, ethane and propane and methanol on a 70%–30% basis. By adjusting the input ratio, the Group can diversify its output product portfolio in order to better manage price fluctuation of its products and ultimately enhance profitability. Accordingly, given the change in feedstock compositions following operation of the new production facilities, the Group will need to procure the relevant materials.
REASONS FOR THE CONTINUING CONNECTED TRANSACTIONS. The Group is principally engaged in the production and distribution of instant noodles, beverages and instant food in the PRC. The Supplier and its subsidiaries have been supplying sesame oil, animal oil and other sesame products to the Group for more than 10 years. Such products are used by the Group for the production of the Group’s food products. The Products Supply Agreement is being entered into to enable the Supplier and its subsidiaries to continue to supply sesame oil, animal oil and other sesame products to the Group for the Group’s production needs. As the Products Supply Agreement is being entered into in the usual and ordinary course of business of the Company and the terms have been negotiated on an arm’s length basis and on normal commercial terms, with the purchase price of the products being based on prevailing market price of similar products offered by other suppliers, the Directors (including the independent non-executive Directors but excluded Xx. Xxx Ing-Xxxx and Mr. Xxx Xxxx- Xxxx, who are considered to be interested in the transactions contemplated under the Products Supply Agreement and have abstained from voting from the Board resolution for the approval of the Products Supply Agreement) consider that the transactions between the Company and the Supplier and the proposed annual caps for the transactions under the Products Supply Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
REASONS FOR THE CONTINUING CONNECTED TRANSACTIONS. The Group’s principal business used to be beauty-related and property investment operations. The Group has repositioned its business to focus on overseas operations in the exploration and exploitation of mining assets and related trading since Jinchuan, through its wholly-owned subsidiaries, subscribed for 1,667,142,857 new Shares, representing 61.1% equity interest at that time. Jinchuan is a company incorporated in the PRC and its principal business is production of nickel, copper, cobalt, platinum group metals, nonferrous metal plates, chemical products and chemicals of nonferrous metals. The Board believes that, the proposed Continuing Connected Transactions will broaden the revenue bases of the Group, help developing the Group’s expertise and experience in mineral products trading and boost the Company’s ongoing move towards the mining and mineral resources sector, which will enhance the competitiveness of the Company in the future. The Directors (except the independent non-executive Directors whose view will be formed after obtaining the advice of the Independent Financial Adviser) consider that:
REASONS FOR THE CONTINUING CONNECTED TRANSACTIONS. The Company is an investment holding company and its subsidiaries are principally engaged in entertainment, media and cultural development businesses which include cinema operation and investments in films. EMP is an investment holding company and its subsidiaries are principally engaged in the investment, production, sales and distribution of motion pictures. The Group has been carrying out the Film Rental Licence Transactions and Film Promotion Transactions with EMP Group throughout the years which are ordinary and usual course of business of the Group. EMP Group is one of the prominent film distributors in the market and is the sole distributor of several major film production studios. The Directors considered that the ongoing business arrangements between the Group and EMP Group will increase the Group’s revenue either by increasing box office income as a result of Film Exhibition or receiving promotion fee income from Film Promotion Transactions. The Directors (including the independent non-executive Directors) are of the view that the transactions contemplated under the Framework Agreement are in the ordinary and usual course of business of the Group and the terms of the Framework Agreement and the Film Rental Licence Transactions and Film Promotion Transactions are on normal commercial terms determined / to be determined on an arm’s length basis; and are fair and reasonable and in the interests of the Company and its Shareholders as a whole.
REASONS FOR THE CONTINUING CONNECTED TRANSACTIONS. In view of the Group’s current less than satisfactory performance with operating losses recorded over the years, the Directors are of the view that the Group should grasp the opportunity to participate in biotechnology and healthcare businesses. Besides accelerating the Group’s business development, it is beneficial to the Group’s future performance and the Shareholders as a whole. Entering into the Agency Agreement will further enable the Group to enter the relevant markets on lower costs, resources and in shorter time, while valuable industry knowledge and experience may be obtained under the guidance of professional experts of Xxxxxxx Xxxxxxx. The Directors, including the independent non-executive Directors, believe that the continuing connected transactions contemplated under the Agency Agreement were entered into on normal commercial terms, are fair and reasonable in relation to terms and conditions, and are in the interests of the Company and its Shareholders as a whole. Besides Xx. XX Xxxxxxxx, the chairman of the Board and executive Director, whose relationship with Xxxxxxx Xxxxxxx is set out in the section headed “GEM Listing Rules Implications” below, none of the Directors has or is deemed to have a material interest in the Agency Agreement and the transactions contemplated thereunder. Xx. XX Xxxxxxxx had abstained from voting on the relevant resolution in the meeting of the Board.
