REASONS FOR AND BENEFITS OF THE TRANSACTIONS. As stated in the paragraph headed “Background” above, on 13 October 2009, Country Garden Property Development was notified by RCCS (i) that being a wholly foreign owned enterprise in the People’s Republic of China, Country Garden Property Development did not fulfill the qualification of a promoter of Shunde Commercial Bank; and (ii) that Country Garden Property Development was required to transfer the RCCS Shares owned by it to individuals or domestic enterprises which were not financial institutions in the PRC, being eligible promoter(s) of Shunde Commercial Bank, on or before 15 October 2009 or to sell their RCCS Shares back to RCCS at the Repurchase Price on or before 20 October 2009. Country Garden Property Development considered that it would be more beneficial to the Group to sell the Sale Shares to eligible enterprises than selling the same back to RCCS. In order to meet the imminent deadline for the transfer of the Sale Shares, Country Garden Property Development entered into the Share Transfer Agreement to sell the Sale Shares to Elite Architectural Co., being confirmed as an eligible promoter of Shunde Commercial Bank by RCCS. After the Restructuring was finally approved by CRBC and the Issue Price was simultaneously confirmed, the Directors of the Company considered that it would be in the interest of the Group that the price per Sale Share should be based on the Issue Price rather than the Repurchase Price. Therefore, the parties entered into the Side Agreement pursuant to which Elite Architectural Co. agreed to make up the shortfall amount with reference to the purchase price per Sale Share being based on the Issue Price. Pursuant to the Side Agreement, the Company would receive an amount of RMB105,596,480 (equivalent to approximately HK$119,873,402). The terms of the Share Transfer Agreement and the Side Agreement have been agreed after arm’s length negotiations between the parties. The Directors (including the independent non-executive directors) consider that the Share Transfer Agreement together with the Side Agreement are on normal commercial terms and are fair and reasonable and in the interests of the Group and the Shareholders as a whole. LISTING RULES IMPLICATIONS Elite Architectural Co. is owned by certain Directors, namely, Xx. Xxxx (as to 52%), Xx. Xxxx Xxxxx (as to 12%), Xx. Xx Xxxx (as to 12%), Mr. Xx Xxxxxxx (as to 12%) and Xx. Xxxxx Xxxxxxx (as to 12%) and Xx. Xxxx is also the ultimate controlling shareholder of the Company. El...
REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The Company has accumulated relatively mature management experience and possessed competent management skill in the aspects of the management business in relation to toll, road maintenance, information and electrical technology and road property safety. Entering into the Entrusted Management Agreements shall further expand and diversify the road property portfolio managed by the Company. It will also facilitate the Company to pool its resources for professional management, which is conducive to centralised resource allocation, management cost reduction, performance enhancement and competitiveness improvement of the Company in the expressway management and maintenance market. The Directors (including independent non-executive Directors) are of the opinion that, the Entrusted Management Agreements are entered into the usual and ordinary course of business of the Company on normal commercial terms, the terms of which are fair and reasonable and in the interests of the Company and its Shareholders as a whole. LISTING RULES IMPLICATIONS As at the date of this announcement, Communications Group is a controlling shareholder (as defined under the Listing Rules) of the Company. As at the date of this announcement, (i) Shensuzhewan Branch is a branch of Communications Group, (ii) Ningbo Yongtaiwen Co is a non-wholly owned subsidiary of Communications Group; and (iii) Santongdao South Connection Co is an indirect non-wholly owned subsidiary of Communications Group. Therefore, each of Shensuzhewan Branch, Xxxxxx Xxxxxxxxxx Co and Santongdao South Connection Co is a connected person of the Company and as a result, the respective transactions contemplated under the Entrusted Management Agreements constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.81 to Rule 14A.83 of the Listing Rules, the respective transactions contemplated under the Entrusted Management Agreements are required to be aggregated with the respective transactions contemplated under the Previous Agreements. As the highest applicable percentage ratio in respect of the aggregated annual cap for transactions contemplated under the Entrusted Management Agreements and the Previous Agreements is more than 0.1% but less than 5%, the transactions contemplated under the Entrusted Management Agreements and the Previous Agreements will be subject to the reporting, announcement and annual review requirements but exempt from the independent Shareho...
REASONS FOR AND BENEFITS OF THE TRANSACTIONS. Dongrui’s principal activity is importing and exporting factoring business, domestic and offshore factoring business and consulting service related to commercial factoring. Xxx Xxx has repaid all the outstanding principal and interest of the Previous Re-Factoring Loan. Details in relation to the Previous Re-Factoring Loan has been published by an announcement of the Company on 10 November 2021. The terms of the Re-Factoring Agreement are agreed after arm’s length negotiations between the parties on normal commercial terms. The Directors consider that the entering into of the Re-Factoring Agreement is in the ordinary and usual course of business of Dongrui and will generate revenue and cash flow stream from the factoring interest. The provision of factoring principal amount to Pun Yu under the Re-Factoring Agreement will be financed by the internal resources of the Group. Given the Re-Factoring Agreement were 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 Re-Factoring Agreement are fair and reasonable and are in the interest of the Company and the Shareholders as a whole. IMPLICATIONS UNDER THE LISTING RULES Pursuant to Rule 14.07 of the Listing Rules, the transactions contemplated under the Re-Factoring Agreement each constituted a notifiable transaction of the Company, as one of the applicable percentage ratios (defined under the Listing Rules) in respect of the transactions contemplated under the Re- Factoring Agreement exceed(s) 5% but is/are less than 25%, the transactions contemplated under the Re-Factoring Agreement constitutes discloseable transaction of the Company and is thus subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.
REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The principal business of the Company is the provision of finance leasing and advisory services to its customers in the PRC. The entering into of the Finance Lease Agreements I is in the ordinary and usual course of business of the Company and will enable the Company to earn an aggregate income of approximately RMB4,008,302 (equivalent to approximately HK$4,599,314), being the aggregate of the finance lease interest income (exclusive of VAT) of approximately RMB4,004,717 (equivalent to approximately HK$4,595,200) over the lease term and the retention consideration (exclusive of VAT) of approximately RMB3,585 (equivalent to approximately HK$4,114). Given the Finance Lease Agreements I were entered into in the ordinary and usual course of business of the Company and on the normal commercial terms, the Directors are of the view that the terms of the Finance Lease Agreements I are fair and reasonable and are in the interest of the Company and the Shareholders as a whole.
REASONS FOR AND BENEFITS OF THE TRANSACTIONS. Prior to the entering into of the Master Lease Agreement, the Group has been leasing and/or licensing certain commercial premises and ancillary facilities including but not limited to offices and car parking spaces beneficially owned by the Lessor Group under the Existing Leases. Based on the total rent payable annually under the Existing Leases, the Existing Leases constitute a de minimis transaction under Rule 14A.76 of the Listing Rules. The Group anticipates that based on the administrative, operational, marketing, promotional and sales needs, it will have to continue the Existing Leases and may have to renew such Existing Leases when they expire, and may further enter into new Leases to satisfy the future business needs of the Group from time to time. Accordingly, the Company and the Lessor have entered into the Master Lease Agreement to agree on the Annual Caps and set out a framework of the terms for the Leases to be made or renewed. In view of the above and that (i) compared with leasing from independent third parties, the Lessor has a better understanding of the Group’s requirements in terms of premises required for its usual course of business; and (ii) the amount payable by the relevant Group Companies pursuant to the Existing Leases were not above the market rent and the Lessor agreed that the amount payable under the Leases to be entered into will be determined based on and will not be exceeding the market rent, the Directors (including the independent non-executive Directors) consider that the Leases contemplated under the Master Lease Agreement would be entered into in the ordinary and usual course of business of the Group and the Master Lease Agreement (together with the Annual Caps) has been entered into on normal commercial terms (or better to the Group) after arm’s length negotiations between the parties, and the terms of the Leases contemplated under the Master Lease Agreement (together with the Annual Caps) are fair and reasonable and in the interests of the Company and its Shareholders as a whole. As Xx. Xxx Che-xxx, Xx. Xxxxxxx Xxx Xxx Xxxx, Xx. Xxxxx Xxxx Xxx Xxx Xx and Xx. Xxxxxxxxx Xxx Xxx Xxx, being all the executive Directors of the Company, are the beneficiaries of the Lui’s Family Trust which has 100% indirect shareholding interest in the Lessor, each of them is considered to have material interests in the Master Lease Agreement and has abstained from voting on the resolutions of the Board approving the Master Lease Agreement ...
REASONS FOR AND BENEFITS OF THE TRANSACTIONS. As a result of the internal restructure of Tianjin WSL, WSL Logistics entered into termination agreements and the new tenancy agreements (including the Tenancy Agreement 7, the Supplemental Agreement, the Tenancy Agreement 8 and the Tenancy Agreement 9, the “New Tenancy Agreements”) with subsidiaries of Tianjin WSL to re-arrange the tenancies for the premises under the Tenancy Agreement 2 and the Tenancy Agreement 5. Since WSL Logistics is engaged in operations of logistics properties business, entering into the transactions contemplated under the said termination agreements and the New Tenancy Agreements is to carry out its principal business. The negotiation of the terms of termination agreements and the New Tenancy Agreements was conducted by the parties on an arm’s length basis and the rental was determined with reference to the open market rental of properties of comparable size, location, facilities and use and the rate under the Tenancy Agreement 2 and the Tenancy Agreement 5. TYWL entered into the transactions contemplated under the Property Management Services Agreement to outsource property management services to a professional service provider aiming to save the management time and resources. The negotiation of the terms of Property Management Services Agreement was conducted by the parties on an arm’s length basis and the property management fee was determined with reference to the property management market rate for the properties of comparable size, location and facilities. No Directors has any material interest in the transactions contemplated under the said termination agreements, the New Tenancy Agreements and the Property Management Services Agreement. The Board (including the independent non-executive Directors) considers that the termination of the Tenancy Agreement 2 and the Tenancy Agreement 5 has no material adverse impact on the Company, the relevant termination agreements, the New Tenancy Agreements and the Property Management Services Agreement were entered into in the ordinary and usual course of business of WSL Logistics and TYWL, and the terms contained therein are fair and reasonable, and such transactions are on normal commercial terms and in the interests of the Company and the Shareholders as a whole. IMPLICATIONS UNDER THE LISTING RULES WSL Logistics is held as to 70% indirectly by the Company and 30% by Tianjin WSL. Each of Tianjin WSL File Management, Tianjin Junrong and Tianjin WSL Estate Management is a wholly owned su...
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 13 cities across 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 with origins or destinations in the PRC and the United Kingdom. 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 hav...
REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The Group is principally engaged in agri-food business in the PRC and Vietnam. The Transactions will allow the Group to expand its feed business in the PRC and further reinforce the Group’s position. The Board considered that each of Mr. Xxxxxx Xxxxxxxxxxxx (chairman and executive director of the Company), Mr. Xxxxxx Xxxxxxxxx, Xx. Xxxxxxxx Xxxxxxxxxxxx (both vice chairmen and executive directors of the Company), Xx. Xxxxxxxxx Xxxxxxxxxxxx, Mr. Xxxxxxxx Xxxxxxxxxxxxxxxx and Xxx. Xxxxxx Xxxxxxxxxxxxx and (each an executive director of the Company) had a material interest in the Transactions in view of their respective shareholdings in CPG and/or directorships in CPF, and accordingly they had abstained from voting on the resolutions relating to the Beihai Share Purchase Agreement, the Lianyungang Share Purchase Agreement, the Hainan Share Purchase Agreement and/or the CP China Share Purchase Agreement. Save as disclosed above, none of the other Directors had any material interest in the Transactions and was required to abstain from voting on the board resolutions for approving the Transactions. The Directors (including the independent non-executive Directors, but excluding those Directors mentioned above who abstained from voting) are of the view that each of the Transactions is on normal commercial terms and is entered into in the ordinary and usual course of business of the Group, that the terms of each of the Transactions are fair and reasonable and that each of the Transactions is in the interests of the Company and the Shareholders as a whole. LISTING RULES IMPLICATIONS As at the date of this announcement:
REASONS FOR AND BENEFITS OF THE TRANSACTIONS. The transactions contemplated under the Renewed Structured Deposit Agreement and the Deposit Agreement are principal-guaranteed and interest-guaranteed upon maturity or redemption. The Directors are of the view that (i) the transactions contemplated under the Renewed Structured Deposit Agreement and the Deposit Agreement provide the Group with a better return than demand deposits generally offered by other PRC commercial banks; (ii) the transactions contemplated under the Renewed Structured Deposit Agreement and the Deposit Agreement 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 Renewed Structured Deposit Agreement and the Deposit Agreement increase the Group’s earnings. The Group entered into the Renewed Structured Deposit Agreement and the Deposit Agreement with Sanxiang Bank because (i) the major terms and expected annual interest rate provided by Sanxiang Bank are no less favorable than similar deposits 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 Renewed Structured Deposit Agreement and the Deposit Agreement 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 Renewed Structured Deposit Agreement and the Deposit Agreement or are required to abstain from voting on the Board resolutions 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 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. Sanxiang Bank is held by...
REASONS FOR AND BENEFITS OF THE TRANSACTIONS. As mentioned above, the Service Agreements will be entered into with associates (as defined under the Listing Rules) of Xx Xxxxx, the Company’s non-executive director. Xx Xxxxx (and his associates) has extensive experience in property development, in particular the design, development, marketing and sale of residential properties and resorts in Phuket, Thailand. In particular, Andaman Property has participated in the design and development of Andara Resort & Villas and Andara Signature Resort Villas in Phuket, Thailand. The Service Agreements would allow the Company to benefit from Xx Xxxxx’x abundant local resources and experience in the Thai property development and hospitality market. Moreover, various associates of Xx Xxxxx are already involved in the Project which commenced development in 2018. Andaman Property has been acting as the development manager for the Phase 1A Development and development of the Phase 1A Associated Facilities under the Existing Phase 1A Development Management Agreement. It is beneficial for the Project to continue the engagement of Andaman Property as the development manager for the provision of Development Management Services for the Phase 1A Development, as well as engagement of Xx Xxxxx’x other associates to provide the relevant Marketing Agency Services, Sales Agency Services and Property Management Services for the Project during and upon completion of development of the Project. None of the other Directors has any material interest in the Service Agreements or the transactions contemplated thereunder, except Xx Xxxxx who has abstained from voting on the relevant resolution of the Board approving each of the Service Agreements and the transactions contemplated thereunder. As the principal business of the Group is property development and management, the Directors (including the independent non-executive Directors but excluding Xx Xxxxx) consider that the transactions contemplated under the Service Agreements have been entered into in the usual and ordinary course of business of the Group. They also consider that each of the Service Agreements has been negotiated and conducted on an arm’s length basis between the parties and is on normal commercial terms. The Directors (including the independent non-executive Directors but excluding Xx Xxxxx) are of the view that the terms of each of the Service Agreements are fair and reasonable and in the interests of the Company and the Shareholders as a whole, and the Service Agreemen...
