REASONS AND BENEFITS. New Factoring Service Framework Agreement Prior to entering into the New Factoring Service Framework Agreement, the Group has been providing commercial factoring loans to the GOME Suppliers, including connected factoring loans involving trade payables of the GOME Group pursuant to the Existing Factoring Service Framework Agreement which are deemed to be continuing connected transactions of the Company under the Listing Rules, and other unconnected factoring loans involving the trade payables of independent third parties which are not continuing connected transactions of the Company under the Listing Rules. Since 2018, the Group has focused more on providing unconnected factoring loans to GOME Suppliers and other suppliers (i.e. factoring of trade receivables of GOME Suppliers and other suppliers which were payables of third parties other than the GOME Group). The proportion of connected factoring loans (i.e. factoring of trade receivables of GOME Suppliers which were payables of the GOME Group) had dropped significantly in 2018 as compared to 2017, as demonstrated by the drop in the highest outstanding principal amount of the GOME Connected Factoring Loans from approximately RMB191,453,000 during the year ended 31 December 2017 to approximately RMB51,542,000 during the year ended 31 December 2018. Notwithstanding the significant decrease in the GOME Connected Factoring Loans, the Board expects that the Group will continue to provide the GOME Connected Factoring Loans to the GOME Suppliers according to their business needs going forward for the purpose of providing a comprehensive scope of factoring services to the GOME Suppliers and to facilitate the Company’s plan to maintain long-term business relationship with the GOME Suppliers as such GOME Suppliers may require factoring services from the Group in respect of their receivables from the GOME Group from time to time. In addition, the Board also considers that the revenue generated from the GOME Connected Factoring Loans can provide an additional source of income for the Group. The transactions in relation to the GOME Connected Factoring Loans are regulated by the framework set out in the Existing Factoring Service Framework Agreement which will expire on 31 March 2019. The Company is required to enter into the New Factoring Service Framework Agreement to cover the transactions in respect of the provision of the GOME Connected Factoring Loans for the three years ending 31 December 2021 for compliance with...
REASONS AND BENEFITS. The commercial factoring business is a principal business and a major income source of the Group. The Agreement is entered into by the Group in its ordinary course of business after arm’s length negotiations between the Group and the Borrower to provide a framework to regulate the provision of commercial factoring loans by the Group to the Borrower, to develop long term business relationship with the Borrower and can further develop the commercial factoring business of the Group. The Company believes that the revenue generated from the provision of commercial factoring loans to the Borrower can generate interest income for the Group. The Directors (including the independent non-executive Directors) consider that the Agreement is entered into by the Group in its ordinary course of business and the terms of the Agreement are normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole. LISTING RULES IMPLICATIONS As the highest of the applicable percentage ratios pursuant to Rule 14.07 of the Listing Rules in respect of the transactions contemplated under the Agreement is more than 5% but less than 25%, the entering into of the Agreement and the provision of Factoring Loans thereunder constitutes a discloseable transaction of the Company which is subject to the reporting and announcement requirements but exempted from the shareholders’ approval requirement under Chapter 14 of the Listing Rules.
REASONS AND BENEFITS. The Directors are of the view that the Subscription will facilitate the Group’s investment in the data center and telecommunications value-added service business in the PRC. The Target Company has extensive business resources in the said field and the Group therefore intends to further enhance the cooperation with the Target Company to promote the sustainable and high-quality development of the Group. Rather than the short-term gain in the price increment of the shares of the Target Company, it would provide longer-term benefits to the Shareholders if the Company can establish a long-term partnership and create synergies with the Target Company. In consideration of the foregoing factors, the Directors believe that the Subscription will have positive impact and benefit to future prospects of the Group. The Directors are of the view that the terms of the Investment Agreement are fair and reasonable, on normal commercial terms and the Subscription and the transactions contemplated thereunder are in the interests of the Company and the Shareholders as a whole.
REASONS AND BENEFITS. Due to the COVID-19 pandemic, securing good restaurant locations has become less competitive and the Board believes that opening new restaurants in high footfall traffic shopping malls such as the Elements is in line with the business strategy of the Group and is in the best interest of the Company and the Shareholders as a whole.
REASONS AND BENEFITS. Huafa Finance Company is a non-bank financial institution regulated by NAFR and is authorized to provide various financial services. The principal reasons for and the benefits of entering into the 2024–2026 Financial Services Framework Agreement are as follows:
REASONS AND BENEFITS. The proposed annual caps in respect of service fees receivable from Event Planning Services to be provided by the relevant members of the Group to the relevant members of Zhuhai Huafa Group under the Event Planning Services Framework Agreement for the following specified period/years are set out below: For the period from For the 25 September For the For the period from 1 January 2023 to 31 December 2023 year ending 31 December 2024 year ending 31 December 2025 2026 to 24 September 2026 (RMB (RMB (RMB (RMB millions) millions) millions) millions) Total service fees for the Event Planning Services 50 120 120 120 In arriving at the above proposed annual caps under the Event Planning Services Framework Agreement, the Directors have considered a number of factors including:
REASONS AND BENEFITS. Due to the protests which escalated from June 2019 and the COVID-19 pandemic, securing good restaurant locations has become less competitive and the Board believes that opening new restaurants in high footfall traffic shopping malls such as the New Town Plaza is in line with the business strategy of the Group and is in the best interest of the Company and the Shareholders as a whole.
REASONS AND BENEFITS. Although Hong Kong is still under certain social distancing measures imposed by the Hong Kong Government due to the COVID-19 pandemic, with a high vaccination rate, the Government is relaxing certain social distancing measures in phases. With less competition in securing good locations, the Board believes that opening new restaurants in high footfall traffic shopping malls such as the Wai is in line with the business strategy of the Group and is in the best interest of the Company and the Shareholders as a whole.
REASONS AND BENEFITS. Although Hong Kong is still under certain social distancing measures imposed by the Hong Kong Government due to the COVID-19 pandemic and with the gradual increase in the vaccination rate, life is slowly returning to normal. With less competition in securing good locations, the Board believes that opening new restaurants in high footfall traffic shopping malls such as the TMTPlaza is in line with the business strategy of the Group and is in the best interest of the Company and the Shareholders as a whole.
REASONS AND BENEFITS. Following completion of the acquisition of the AIB-Held Shares, the interest in TAB that the Company will be able to control will increase from 57.5% to 77.9%. The Board is of the view that the exercise of the Call Option represents a good opportunity for the Company to increase its interest in TAB. The Directors (including the independent non-executive Directors) consider that the transactions contemplated under the Agreement are concluded after arm’s length negotiations, on normal commercial terms and are in the interests of the Company and the Shareholders as a whole.
